10-Q - INBP - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

____________

FORM 10-Q

☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2024

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 001-31668

INTEGRATED BIOPHARMA, INC.

(Exact name of registrant, as specified in its charter)

Delaware	** 22-2407475**
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

225 Long Ave., Hillside, New Jersey ****

07205

(Address of principal executive offices) (Zip Code)

(888) 319-6962

(Registrant’s telephone number, including Area Code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

			Smaller reporting company ☑
Large accelerated filer ☐ ****	Accelerated filer ☐ ****	Non-accelerated filer ☑	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. 

Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ **** No ☑

As of May 10, 2024, there were 30,099,610 shares of common stock, $0.002 par value per share, of the registrant outstanding.

INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES

FORM 10-Q QUARTERLY REPORT

For the Three and Nine Months Ended March 31, 2024

INDEX

		Page
	Part I. Financial Information
Item 1.	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2024 and 2023 (unaudited)	2
	Condensed Consolidated Balance Sheets as of March 31, 2024 and June 30, 2023 (unaudited)	3
	Condensed Consolidated Statement of Stockholders’ Equity for the Three and Nine Months Ended March 31, 2024 and 2023 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2024 and 2023 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23
Item 4.	Controls and Procedures	23
	Part II. Other Information
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosure	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
	Other
Signatures		26

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Integrated BioPharma, Inc. and its subsidiaries (collectively, the “Company”) or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, changes in general economic and business conditions; loss of market share through competition; introduction of competing products by other companies; the timing of regulatory approval and the introduction of new products by the Company; changes in industry capacity; pressure on prices from competition or from purchasers of the Company's products; regulatory changes in the pharmaceutical manufacturing industry and nutraceutical industry; regulatory obstacles to the introduction of new technologies or products that are important to the Company; availability of qualified personnel; the loss of any significant customers or suppliers; inflation and tightened labor markets; the impact of the war in Ukraine; the impact of the Israel-Hamas war and other factors both referenced and not referenced in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (“Form 10-K”), as filed with the SEC. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words, “plan”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “project”, “may”, “will”, “would”, “could”, “should”, “seeks”, or “scheduled to”, or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. The Company cautions investors that any forward-looking statements made by the Company are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements with respect to the Company, include, but are not limited to, the risks and uncertainties affecting their businesses described in Item 1A of the Company’s Form 10-K and in other filings by the Company with the SEC. Although the Company believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any of its forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made only as of the date hereof and the Company does not have or undertake any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.

ITEM 1. FINANCIAL STATEMENTS

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(Unaudited)

	Three months ended						Nine months ended
	March 31,						March 31,
	2024			2023			2024			2023
Sales, net	$	13,147		$	13,098		$	37,571		$	37,678
Cost of sales		11,899			12,090			34,971			34,603
Gross profit		1,248			1,008			2,600			3,075
Selling and administrative expenses		893			964			2,751			3,034
Operating income (loss)		355			44			(151	)		41
Other income (expense), net
Interest income (expense), net		(4	)		2			6			(16	)
Other income, net		1			-			(1	)		(8	)
Other income (expense), net		(3	)		2			5			(24	)
Income (loss) before income taxes		352			46			(146)			17
Income tax expense, net		(67	)		(30	)		(10	)		(91	)
Net income (loss)	$	285		$	16		$	(156	)	$	(74	)
Basic net income (loss) per common share	$	0.01		$	0.00		$	(0.01	)	$	(0.00	)
Diluted net income (loss) per common share	$	0.01		$	0.00		$	(0.01	)	$	(0.00)
Weighted average common shares outstanding - basic		30,099,610			29,949,610			30,054,883			29,929,610
Add: Equivalent shares outstanding - Stock Options		664,612			1,513,699			-			-
Weighted average common shares outstanding - diluted		30,764,222			31,463,309			30,054,883			29,949,610

See accompanying notes to unaudited condensed consolidated financial statements.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except share and per share amounts)

(Unaudited)

			June 30,
			2023
Assets	****	****	****	****	****
Current Assets:	****	****	****	****	****
Cash	2,020		$	1,316
Accounts receivable, net	4,719			4,511
Inventories	11,169			10,261
Other current assets	353			284
Total current assets	18,261			16,372
Property and equipment, net	1,891			1,653
Operating lease right-of-use assets (includes 1,485 and 2,061 with a related party)	2,020			2,623
Deferred tax assets, net	4,713			4,726
Security deposits and other assets	57			57
Total Assets	26,942		$	25,431
Liabilities and Stockholders' Equity:	****	****	****	****	****
Current Liabilities:	****	****	****	****	****
Accounts payable	3,673		$	2,266
Accrued expenses and other current liabilities	2,319			1,632
Current portion of long term debt, net	18			42
Current portion of operating lease liabilities (includes 796 and 772 with a related party)	935			888
Total current liabilities	6,945			4,828
Long term debt	-			7
Operating lease liabilities (includes 689 and 1,289 with a related party)	1,086			1,735
Total liabilities	8,031			6,570
Commitments and Contingencies (Note 6)	****	****	****	****	****
Stockholders' Equity :	****	****	****	****	****
Common Stock, 0.002 par value; 50,000,000 shares authorized;
30,134,510 and 29,984,510 shares issued, respectively, and
30,099,610 and 29,949,610 shares issued and outstanding, respectively	60			60
Additional paid-in capital	51,445			51,239
Accumulated deficit	(32,495	)		(32,339	)
Less: Treasury stock, at cost, 34,900 shares	(99	)		(99	)
Total Stockholders' Equity	18,911			18,861
Total Liabilities and Stockholders' Equity	26,942		$	25,431

All values are in US Dollars.

See accompanying notes to unaudited condensed consolidated financial statements.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(in thousands, except share and per share amounts)

(Unaudited)

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024:

															Total
	Common Stock				Additional		Accumulated			Treasury Stock					Stockholders'
	Shares		Par Value		Paid-in-Capital		Deficit			Shares		Cost			Equity
Balance, July 1, 2023		29,984,510	$	60	$	51,239	$	(32,339	)		34,900	$	(99	)	$	18,861
Stock compensation expense for employee stock options		-		-		71		-			-		-			71
Shares issued upon exercise of stock options		150,000		-		13		-			-		-			13
Net loss		-		-		-		(59	)		-		-			(59	)
Balance, September 30, 2023		30,134,510		60		51,323		(32,398	)		34,900		(99	)		18,886
Stock compensation expense for employee stock options		-		-		62		-			-		-			62
Net loss		-		-		-		(382	)		-		-			(382	)
Balance, December 31, 2023		30,134,510		60		51,385		(32,780	)		34,900		(99	)		18,566
Stock compensation for employee stock options		-		-		60		-			-		-			60
Net income		-		-		-		285			-		-			285
Balance, March 31, 2024		30,134,510	$	60	$	51,445	$	(32,495	)		34,900	$	(99	)	$	18,911

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023:

	Common Stock				Additional		Accumulated			Treasury Stock					Total Stockholders'
	Shares		Par Value		Paid-in-Capital		Deficit			Shares		Cost			Equity
Balance, July 1, 2022		29,984,510	$	60	$	50,919	$	(32,305	)		34,900	$	(99	)	$	18,575
Stock compensation expense for employee stock options		-		-		81		-			-		-			81
Net loss		-		-		-		(35	)		-		-			(35	)
Balance, September 30, 2022		29,984,510		60		51,000		(32,340	)		34,900		(99	)		18,621
Stock compensation expense for employee stock options		-		-		86		-			-		-			86
Net loss		-		-		-		(55	)		-		-			(55	)
Balance, December 31, 2022		29,984,510		60		51,086		(32,395	)		34,900		(99	)		18,652
Stock compensation expense for employee stock options		-		-		73		-			-		-			73
Net income		-		-		-		16			-		-			16
Balance, March 31, 2023		29,984,510	$	60	$	51,159	$	(32,379	)		34,900	$	(99	)	$	18,741

See accompanying notes to unaudited condensed consolidated financial statements.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except share and per share amounts)

(Unaudited)

	Nine months ended
	March 31,
	2024			2023
Cash flows provided by operating activities:
Net (loss) income	$	(156	)	$	(74	)
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		232			267
Amortization of operating lease right-of-use assets		672			588
Stock based compensation		193			240
Change in deferred tax assets		12			42
Other, net		10			17
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable, net		(206	)		205
Inventories		(908	)		1,118
Other assets		(77	)		(20	)
Security deposits and other assets		-			(19	)
(Decrease) increase in:
Accounts payable		1,342			346
Accrued expenses and other liabilities		687			296
Operating lease obligations		(672	)		(588	)
Net cash provided by operating activities		1,129			2,418
Cash flows from investing activities:
Purchase of property and equipment		(407	)		(98	)
Proceeds from sale of iBio Stock		-			4
Net cash used in investing activities		(407	)		(94	)
Cash flows from financing activities:
Proceeds from exercise of employee stock options		13			-
Repayments (advances) under revolving credit facility		-			(101	)
Repayments under finance lease obligations		(31	)		(25	)
Net cash used in financing activities		(18	)		(126	)
Net increase in cash		704			2,198
Cash at beginning of period		1,316			331
Cash at end of period	$	2,020		$	2,529
Supplemental disclosures of cash flow information:	****	****	****	****
---	---	---	---	---
Interest paid	$	31	$	31
Income taxes paid	$	37	$	-
Supplemental disclosures of non-cash flow transactions:	****	****	****	****
Acquisition of right-of-use assets, net	$	1,560	$	1,560
Amount owed on purchase of property and equipment	$	65	$	-

See accompanying notes to unaudited condensed consolidated financial statements.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Note 1. Nature of Operations, Principles of Consolidation and Basis of Presentation of Interim Financial Statements

Nature of Operations

Integrated BioPharma, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), is engaged primarily in manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. The Company’s customers are located primarily in the United States and Luxembourg. The Company was originally incorporated in the state of Delaware on August 31, 1995 under the name Chem International, Inc. On December 5, 2000, the Company changed its name to Integrated Health Technologies, Inc. and on January 29, 2003 changed its name to Integrated BioPharma, Inc. The Company restated its certificate of incorporation in Delaware in June 2006. The Company continues to do business as Chem International, Inc. with certain of its customers and certain vendors.

The Company’s business segments include: (a) Contract Manufacturing operated by Manhattan Drug Company, Inc. (“MDC”), which manufactures vitamins and nutritional supplements for sale to distributors, multilevel marketers and specialized health-care providers and (b) Other Nutraceutical Businesses which includes the operations of (i) AgroLabs, Inc. (“AgroLabs”), which distributed healthful nutritional products for sale through major mass market, grocery and drug and vitamin retailers under the following brands: Peaceful Sleep, and Wheatgrass and other products introduced into the market using the AgroLabs name (these are referred to as our branded products); (ii) The Vitamin Factory (the “Vitamin Factory”), which sells private label MDC products, as well as our AgroLabs products, through the Internet, (iii) IHT Health Products, Inc. (“IHT”) a distributor of fine natural botanicals, including multi minerals produced under a license agreement, (iv) MDC Warehousing and Distribution, Inc. (“MDC Warehousing”), a service provider for warehousing and fulfilment services and (v) Chem International, Inc., a distributor of certain raw materials for DSM Nutritional Products LLC. The Vitamin Factory had no products available for sale and AgroLabs had no sales of its branded products in the three and nine months ended March 31, 2024 and 2023.

Principles of Consolidation

The accompanying condensed consolidated financial statements for the interim periods are unaudited and include the accounts of Company. Intercompany transactions and accounts have been eliminated in consolidation.

Basis of Presentation of Interim Financial Statements

The accompanying condensed consolidated financial statements for the interim periods are unaudited and include the accounts of Integrated BioPharma, Inc., a Delaware corporation (together with its subsidiaries, the “Company”). The interim condensed consolidated financial statements have been prepared in conformity with Rule 8-03 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and therefore do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). However, all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods presented have been included. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (“Form 10-K”), as filed with the SEC. The June 30, 2023 balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. The preparation of the unaudited condensed financial statements in conformity with these accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period. Ultimate results could differ from the estimates of management. The results of operations for the three and nine months ended March 31, 2024 are not necessarily indicative of the results for the full fiscal year ending June 30, 2024or for any other period.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Significant Accounting Policies

Revenue Recognition. The Company recognizes product sales revenue, the prices of which are fixed and determinable, when title and risk of loss have transferred to the customer, when estimated provisions for product returns, rebates, charge-backs and other sales allowances are reasonably determinable, and when collectability is reasonably assured. Accruals for these items are presented in the consolidated financial statements as reductions to sales. The Company’s net sales represent gross sales invoiced to customers, less certain related charges for discounts, returns, rebates, charge-backs and other allowances. Cost of sales includes the cost of raw materials and all labor and overhead associated with the manufacturing and packaging of the products. Gross margins are affected by, among other things, changes in the relative sales mix among our products and valuation and/or charge off of slow moving, expired or obsolete inventories. To perform revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps:

●	identification of the promised goods or services in the contract;
●	determination of whether the promised goods or serves are performance obligations including whether they are distinct in the context of the contract;
---	---
●	measurement of the transaction price, including the constraint on variable consideration;
---	---
●	allocation of the transaction price to the performance obligations based on estimated selling prices; and
---	---
●	recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise to transfer a distinct good or service to the customer and is the unit of account in ASC 606.
---	---

Income Taxes. The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized.

For the three months ended March 31, 2024 and 2023, the Company had federal income tax expense of $81 and $9, respectively and state income tax (benefit) expense, net of approximately $(14) and $21, respectively. For the nine months ended March 31, 2024 and 2023, the Company had a federal tax expense, net of $11 and $26, respectively and state income tax (benefit) expense, net of approximately $(1) and $65, respectively.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities on its consolidated balance sheets. Finance leases are included in property and equipment, current portion of long term debt, and long-term debt obligation on the condensed consolidated statement of financial condition.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as vehicles, the Company accounts for the lease and non-lease components as a single lease component.

Earnings Per Share. Basic earnings per common share amounts are based on weighted average number of common shares outstanding. Diluted earnings per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options, subject to anti-dilution limitations using the treasury stock method.

The following options and potentially dilutive shares for stock options were not included in the computation of weighted average diluted common shares outstanding as the effect of doing so would be anti-dilutive for the three and nine months ended March 31, 2024 and 2023:

	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Anti-dilutive stock options		2,393,183		427,000		4,758,183		1,286,983
Total anti-dilutive shares		2,439,183		427,000		4,758,183		1,286,983

Note 2. Inventories

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out method and consist of the following:

	March 31,		June 30,
	2024		2023
Raw materials	$	8,510	$	6,859
Work-in-process		1,824		2,148
Finished goods		835		1,254
Total	$	11,169	$	10,261

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Note 3. Property and Equipment, net

Property and equipment, net consists of the following:

	March 31,			June 30,
	2024			2023
Land and building	$	1,250		$	1,250
Leasehold improvements		1,341			1,371
Machinery and equipment		7,219			6,801
		9,810			9,422
Less: Accumulated depreciation and amortization		(7,919	)		(7,769	)
Total	$	1,891		$	1,653

Depreciation and amortization expense recorded on property and equipment was $77 and $86 for the three months and $232 and $267 for nine months ended March 31, 2024 and 2023, respectively. Additionally, the Company disposed of property of $85 and $20 in the nine months ended March 31, 2024 and 2023, respectively and in the three and nine months ended March 31, 2024 recognized a gain on disposal of fixed assets of $1 and a net loss of $1, respectively.

Note 4. Senior Credit Facility

As of March 31, 2024 and June 30, 2023, the Company had no debt outstanding under its Senior Credit Facility.

On May 9, 2024, the Company, MDC, AgroLabs, IHT, IHT Properties Corp. (“IHT Properties”) and Vitamin Factory (collectively, the “Borrowers”) amended the Revolving Credit, Term Loan and Security Agreement (the “Amended Loan Agreement”) with PNC Bank, National Association as agent and lender (“PNC”) and the other lenders party thereto entered into on June 27, 2012, as amended on February 19, 2016, May 15, 2019, June 28, 2019 and March 16, 2023.

The Amended Loan Agreement provides for a total of $5,000 ($8,000 as of March 31, 2024 and June 30, 2023) in senior secured financing (the “Senior Credit Facility”) as follows: (i) discretionary advances (“Revolving Advances”) based on eligible accounts receivable and eligible inventory in the maximum amount of $5,000 ($8,000 as of March 31, 2024 and *June 30, 2023) (*the “Revolving Credit Facility”). The Senior Credit Facility is secured by all assets of the Borrowers, including, without limitation, machinery and equipment, and real estate owned by IHT Properties. Revolving Advances bear interest at PNC’s Base Rate (8.50% and 8.25% as of March 31, 2024 and June 30, 2023, respectively) or the Term SOFR Rate plus the SOFR Adjustment. The Term SOFR Rate, for any day, shall be equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). The SOFR Adjustment is defined as 10 basis points (0.10%).

Upon and after the occurrence of any event of default under the Amended Loan Agreement, and during the continuation thereof, interest shall be payable at the interest rate then applicable plus 2%. The Senior Credit Facility matures on *May 15, 2026 (*the “Senior Maturity Date”) ( May 15, 2024 as of March 31, 2024 and June 30, 2023).

The principal balance of the Revolving Advances is payable on the Senior Maturity Date, subject to acceleration, based upon a material adverse event clause, as defined, subjective accelerations for borrowing base reserves, as defined or upon the occurrence of any event of default under the Amended Loan Agreement or earlier termination of the Amended Loan Agreement pursuant to the terms thereof.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

The Revolving Advances are subject to the terms and conditions set forth in the Amended Loan Agreement and are made in aggregate amounts at any time equal to the lesser of (x) $5,000 ($8,000 as of March 31, 2024 and June 30, 2023) or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions in the Amended Loan Agreement, of eligible accounts receivables (“Receivables Advance Rate”), plus (ii) up to the lesser of (A) 75%, subject to the provisions in the Amended Loan Agreement, of the value of the eligible inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of eligible inventory (as evidenced by the most recent inventory appraisal reasonably satisfactory to PNC in its sole discretion exercised in good faith) and (C) the inventory sublimit in the aggregate at any one time (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), minus (iii) the aggregate Maximum Undrawn Amount, as defined in the Amended Loan Agreement, of all outstanding letters of credit, minus (iv) such reserves as PNC may reasonably deem proper and necessary from time to time.

In connection with the Senior Credit Facility, the following loan documents were executed: (i) a Stock Pledge Agreement with PNC, pursuant to which the Company pledged to PNC the iBio Stock; (ii) a Mortgage and Security Agreement with PNC with IHT Properties; and (iii) an Environmental Indemnity Agreement with PNC.

Note 5. Significant Risks and Uncertainties

(a) Major Customers. In the three months ended March 31, 2024 and 2023, approximately 90% and 88%, respectively, of consolidated net sales were derived from two customers. These two customers are in the Company’s Contract Manufacturing Segment and represented approximately 72% and 20% and 68% and 23% in the three months ended March 31, 2024 and 2023, respectively of the Contract Manufacturing Segment net sales. In the nine months ended March 31, 2024 and 2023, approximately 90% and 88% of consolidated net sales, respectively, were derived from the same two customers and net sales to these two customers represented approximately 73% and 21% in the nine months ended March 31, 2024 and 67% and 26% of net sales in the nine months ended March 31, 2023, respectively of the Contract Manufacturing Segment net sales. Accounts receivable from these two major customers represented approximately 86% and 84% of total net accounts receivable as of March 31 2024 and June 30, 2023, respectively. Two other customers in the other Nutraceutical Segment, while not significant customers of the Company’s consolidated net sales, represented approximately 40% and 23% and 47% and 27% of net sales of the Other Nutraceutical Segment in the three months ended March 31, 2024 and 2023, and 40% and 18% and 61% and 11%, of net sales of the Other Nutraceutical Segment in the nine months ended March 31, 2024 and 2023, respectively.

The loss of any of these customers could have an adverse effect on the Company’s operations. Major customers are those customers who account for more than 10% of net sales.

(b) Other Business Risks. Approximately 77% of the Company’s employees are covered by a union contract and are employed in its New Jersey facilities. The contract was renewed effective September 1, 2022 and will expire on August 31, 2026.

The Company has seen a negative impact in its margins due to inflation and tightened labor markets. The Company may not be able to timely increase its selling prices to its customer resulting from price increases from its suppliers due to various economic factors, including inflation, labor and shipping costs and its own increases in shipping, labor and other operating costs. The Company’s results of operations may also be affected by economic conditions, including inflationary pressures, that can impact consumer disposable income levels and spending habits, thereby reducing the orders it may receive from the Company’s significant customers.

The Company continues to experience minimal supply chain disruptions relating to fuel refinery and transportation issues as it pertains to shipping. These issues first arose as result of the COVID-19 pandemic and other geo-political events. Currently, the drought in Panama is slowing down shipping container traffic, contributing to continued shipping delays in the receipt of certain raw materials used in the Company’s manufacturing process.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

During the first quarter of calendar 2022, the war in Ukraine affected the Company’s customer’s business operations in Ukraine and Russia, resulting in the cancelation of some future orders. The war resulted in the imposition of sanctions by the United States, the United Kingdom, and the European Union, that affect the cross-border operations of businesses operating in Russia. In addition, many multinational companies ceased or suspended their operations in Russia. Therefore, the ability to continue operations in Russia by the Company’s customers is uncertain.

Additionally, the current Israel-Hamas war in the Middle East could negatively impact the sales and margins of the Company. Certain customers sell into Israel and the Company sources certain raw materials from Israel. If the Israel-Hamas war carries on for a significant time frame, it could have a negative impact on the sales and margins of the Company if the Company is unable to replace these sales with other sales and/or obtain the same raw materials at substantially the same price as currently paid.

Note 6. Leases and other Commitments and Contingencies

(a) Leases. The Company has operating and finance leases for its corporate and sales offices, warehousing and packaging facilities and certain machinery and equipment, including office equipment. The Company’s leases have remaining terms of less than 1 year to less than 5 years.

The components of lease expense for the three months ended March 31, 2024 and 2023, were as follows:

	Three months ended March 31,
	2024						2023
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals
Operating lease costs	$	211	$	42	$	253	$	211	$	53	$	264
Finance Lease Costs:
Amortization of right-of use assets	$	-	$	3	$	3	$	-	$	3	$	3
Total finance lease cost	$	-	$	3	$	3	$	-	$	3	$	3

The components of lease expense for the nine months ended March 31, 2024 and 2023, were as follows:

	Nine months ended March 31,
	2024						2023
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals
Operating lease costs	$	632	$	123	$	755	$	632	$	99	$	731
Finance Operating Lease Costs:
Amortization of right-of use assets	$	-	$	9	$	9	$	-	$	9	$	9
Total finance lease cost	$	-	$	9	$	9	$	-	$	9	$	9

Rent and lease amortization costs are included in cost of sales and selling and administrative expenses in the accompanying Condensed Consolidated Statements of Operations.

Operating Lease Liabilities

Related Party Operating Lease Liabilities. Warehouse and office facilities are leased from Vitamin Realty Associates, LLC (“Vitamin Realty”), which is 100% owned by the estate of the Company’s former chairman, and a major stockholder and certain of his family members, who are the Co-Chief Executive Officers and directors of the Company. On January 5, 2012, MDC entered into a second amendment of lease (the “Second Lease Amendment”) with Vitamin Realty for its office and warehouse space in New Jersey increasing its rentable square footage from an aggregate of 74,898 square feet to 76,161 square feet and extending the expiration date to January 31, 2026. This Second Lease Amendment provided for minimum annual rental payments of $533, plus increases in real estate taxes and building operating expenses. On July 15, 2022, MDC entered into a third amendment of the lease (the “Third Lease Amendment”) with Vitamin Realty, increasing its rentable square footage to 116,175. The Third Lease Amendment provides for minimum annual rental payments of $842, plus increases in real estate taxes and the building operating expenses allocation percentage and is effective as of July 1, 2022.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Rent expense and lease amortization costs for the three months ended March 31, 2024 and 2023 on these leases were $332 and $321 respectively, and for the nine months ended March 31, 2024 and 2023 were $974 and $958, respectively, and are included in cost of sales and selling and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. As of March 31, 2024 and June 30, 2023, the Company had no current obligations to Vitamin Realty. Additionally, the Company has operating lease obligations of $1,485 and $2,061 with Vitamin Realty as noted in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2024 and June 30, 2023, respectively.

Other Operating Lease Liabilities. The Company has entered into certain non-cancelable operating lease agreements expiring up through May, 2027, related to office equipment.

As of March 31, 2024, the Company’s right-of-use assets, lease obligations and remaining cash commitment on these leases were as follows:

	Right-of-use Assets		Current Portion of Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment
Vitamin Realty lease	$	1,485	$	796	$	689	$	1,544
Warehouse lease		461		114		347		529
Transportation lease		59		16		43		68
Office equipment leases		15		9		7		16
	$	2,020	$	935	$	1,086	$	2,157

As of June 30, 2023, the Company’s ROU assets, lease obligations and remaining cash commitment on these leases were as follows:

	Right-of-use Assets		Current Portion Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment
Vitamin Realty lease	$	2,061	$	772	$	1,289	$	2,176
Warehouse lease		541		108		433		631
Office equipment leases		21		8		13		23
	$	2,623	$	888	$	1,735	$	2,830

As of March 31, 2024 and June 30, 2023, the Company’s weighted average discount rate and remaining term on operating lease liabilities were approximately 4.98% and 4.41% and 2.2 years and 2.9 years, respectively.

Financed Lease Obligation. ****

As of each March 31, 2024 and June 30, 2023, the Company’s weighted average discount rate for the outstanding finance lease obligation of $18 and $49, respectively is 0% and the remaining term on finance lease obligation is approximately 0.4 years and 1.2 years, respectively. The related ROU asset and lease obligation are included in Property and Equipment, net and Finance Lease Obligation, respectively, in the accompanying Condensed Consolidated Balance Sheet.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Supplemental cash flows information related to leases for the nine months ended March 31, 2024, is as follows:

	Related Party - Vitamin Realty		Other Leases		Totals
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	632	$	166	$	798
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		31		31

Supplemental cash flows information related to leases for the nine months ended March 31, 2023, is as follows:

	Related Party - Vitamin Realty		Other Leases		Totals
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	632	$	99	$	731
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		25		25

Maturities of operating lease liabilities as of March 31, 2024 were as follows:

	Operating			Related Party			Finance
Year ending	Lease			Operating Lease			Lease
June 30,	Commitments			Commitment			Obligation		Total
2024, remaining	$	42		$	210		$	11	$	263
2025		169			842			7		1,030
2026		169			492			-		998
2027		169			-			-		641
2028		64			-			-		62
Total minimum lease payments		613			1,544			18		2,175
Imputed interest		(77	)		(59	)		-		(136	)
Total	$	536		$	1,485		$	18	$	2,039

(b) Legal Proceedings.

The Company is subject, from time to time, to claims by third parties under various legal theories. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows.

Note 7. Related Party Transactions

Information related to related party transactions are disclosed in Note 6(a). Leases for related party lease transactions.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Note 8. Equity Transactions and Stock-Based Compensation

In November 2023, the Board of Directors authorized the issuance of up to 597,500 stock options to Company officers and employees. The Company issued 582,500 stock options with an exercise price ranging from $0.24 to $0.26, vesting over three years, with expiration terms of ten years from the date of grant.

Additionally, in July 2023, the Board of Directors authorized the issuance of 200,000 stock options (50,000 each) to the non-executive directors of the Company with an exercise price of $0.33, vesting over one year, 25% at the end of each quarter ending September 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024.

For the three and nine months ended March 31, 2024 and 2023, the Company incurred stock-based compensation expense of $61 and $73, and $193 and $240, respectively. The Company expects to record additional stock-based compensation of $267 over the remaining vesting periods of approximately one to three years for all non-vested stock options.

The Company used the following assumptions to calculate the fair value of the stock option grants using the Black-Scholes option pricing model on the measurement date during the nine months ended March 31, 2024:

Risk Free Interest Rate		3.91% to 4.36	%
Volatility		116.9% to 131.7	%
Term	7.5 to 10 years
Dividend Rate		0.00	%
Closing Price of Common Stock	$	0.24
Closing Price of Common Stock	$	0.26
Closing Price of Common Stock	$	0.33

The Company calculates expected volatility for a stock-based grant based on historic daily stock price observations of its common stock during the period immediately preceding the grant that is equal in length to the expected term of the grant. The expected term of the options is estimated based on the Company’s historical exercise rate and forfeiture rates are estimated based on employment termination experience. The risk free interest rate is based on U.S. Treasury yields for securities in effect at the time of grants with terms approximating the term of the grants. The assumptions used in the Black-Scholes option valuation model are highly subjective, and can materially affect the resulting valuations.

A summary of the Company’s stock option activity, and related information for the nine months ended March 31, 2024 follows:

				Weighted
				Average
				Exercise
	Options			Price
Outstanding as of June 30, 2023		4,3760,284		$	0.35
Granted		782,500			0.27
Exercised		(150,000	)		0.09
Terminated		(9,167	)		0.58
Expired		(241,434	)		0.44
Outstanding as of March 31, 2024		4,758,183		$	0.41
Exercisable at March 31, 2024		3,754,317		$	0.34

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Note 9. Segment Information and Disaggregated Revenue

The basis for presenting segment results generally is consistent with overall Company reporting. The Company reports information about its operating segments in accordance with GAAP which establishes standards for reporting information about a company’s operating segments.

The Company has divided its operations into two reportable segments as follows: Contract Manufacturing, and Other Nutraceutical Businesses. International sales, concentrated primarily in Europe, for the three months ended March 31, 2024 and 2023 were $1,980 and $2,188, respectively and for the nine months ended March 31, 2024 and 2023 were $5,245 and $6,576, respectively.

Financial information relating to the three months ended March 31, 2024 and 2023 operations by business segment and disaggregated revenues was as follows:

		Sales, Net						Segment
		U.S.		International				Gross					Capital
		Customers		Customers		Total		Profit (loss)			Depreciation		Expenditures
Contract Manufacturing	2024	$	10,770	$	2,980	$	12,750	$	1,250		$	77	$	345
	2023		10,417		2,180		12,597		978			86		16
Other Nutraceutical Businesses	2024	****	397	****	-	****	397	****	(2	)	****	-	****	-
	2023		493		8		501		30			-		-
Total Company	2024	****	11,167	****	1,980	****	13,147	****	1,248		****	77	****	345
	2023		10,910		2,188		13,098		1,008			86		16

Financial information relating to the nine months ended March 31, 2024 and 2023 operations by business segment and disaggregated revenues was as follows:

		Sales, Net						Segment
		U.S.		International				Gross				Capital
		Customers		Customers		Total		Profit		Depreciation		Expenditures
Contract Manufacturing	2024	$	31,022	$	5,218	$	36,240	$	2,563	$	231	$	404
	2023		29,272		6,568		35,840		2,745		265		98
Other Nutraceutical Businesses	2024	****	1,304	****	27	****	1,331	****	37	****	1	****	3
	2023		1,830		8		1,838		330		2		-
Total Company	2024	****	32,326	****	5,245	****	37,571	****	2,600	****	232	****	407
	2023		31,102		6,576		37,678		3,075		267		98
	Total Assets as of
---	---	---	---	---
	March 31,		June 30,
	2024		2023
Contract Manufacturing	$	21,097	$	19,507
Other Nutraceutical Businesses	****	5,845		5,924
Total Company	$	26,942	$	25,431

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATION (dollars in thousands)

Certain statements set forth under this caption constitute “forward-looking statements.” See “Disclosure Regarding Forward-Looking Statements” on page 1 of this Quarterly Report on Form 10-Q for additional factors relating to such statements. The following discussion should also be read in conjunction with the condensed consolidated financial statements of the Company and Notes thereto included herein and the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

The Company is engaged primarily in the manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. The Company’s customers are located primarily in the United States and Luxembourg.

Business Outlook

Our future results of operations and the other forward-looking statements contained in this Quarterly Report on Form 10-Q, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operation”, involve a number of risks and uncertainties—in particular, the statements regarding our goals and strategies, new product introductions, plans to cultivate new businesses, future economic conditions, revenue, pricing, gross margin and costs, competition, the tax rate, and potential legal proceedings. We are focusing our efforts to improve operational efficiency and reduce spending that may have an impact on expense levels and gross margin. In addition to the various important factors discussed above, a number of other important factors could cause actual results to differ significantly from our expectations. See the risks described in “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

For the nine months ended March 31, 2024, our net sales from operations decreased by $107 to approximately $37,571 from approximately $37,678 in the nine months ended March 31, 2023, less than 1%. Our net sales in the Contract Manufacturing Segment increased by $400 or approximately 1.1%, offset by a decrease in our Other Nutraceuticals Segment of $507. Net sales increased in our Contract Manufacturing Segment primarily due to increased sales volumes to Life Extension of $2,618 offset by decreases in the amounts of $1,776 and $ 442 from Herbalife and all other customers, respectively. Net sales in the nine months ended March 31, 2024 were lower by approximately $507 from the nine months ended March 31, 2023 in our Other Nutraceuticals Segment primarily due to MDC Warehousing and CII with decreased net sales in the amounts of $422 and $90, respectively. The declines were from two major customers in this segment, which represented 40% and 18% in the nine months ended March 31, 2024 compared to 61% and 8% in the three months ended March 31, 2023. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.

For the nine months ended March 31, 2024, we had an operating loss of approximately $151, a decrease of approximately $192 from the operating income of approximately $41 for the nine months ended March 31, 2023. Our profit margins decreased from approximately 8.2% of net sales in the nine months ended March 31, 2023 to approximately 6.9% of net sales in the nine months ended March 31, 2024, primarily as a result of the increased cost of sales of $368. The increase of $368 in the cost of goods sold amount is from increased manufacturing costs $572 in our Contract Manufacturing Segment offset, in part. by a decrease of $214 in our Other Nutraceuticals Segment from the decline in sales. Our consolidated selling and administrative expenses decreased by approximately $282 or approximately 9.3% in the nine months ended March 31, 2024 compared to the nine months ended March 31, 2023. Our salaries and employee benefits decreased by approximately $130 as a result of decreased (i) bonuses of $43, (ii) base pay of $61 and (iii) payroll taxes and other employee benefits of $26. Other selling and administrative expenses decreased by $152 primarily as a result of decreased stock compensation expense of $47 and all other selling and administrative expenses of $105.

Our revenue from our two significant customers in our Contract Manufacturing Segment is dependent on their demand within their respective distribution channels for the products we manufacture for them. As in any competitive market, our ability to match or beat other contract manufacturers pricing for the same items may also alter our outlook and the ability to maintain or increase revenues. We will continue to focus on our core businesses and push forward in maintaining our cost structure in line with our sales and expanding our customer base. We believe that this focus will produce a reduction of the reliance on our two significant customers in our fiscal year ending June 30, 2025.

We have seen a negative impact in our margins due to inflation and tightened labor markets. We may not be able to timely increase our selling prices to our customers resulting from price increases from our suppliers due to various economic factors, including inflation, labor and shipping costs and our own increases in shipping, labor and other operating costs. Our results of operations may also be affected by economic conditions, including inflationary pressures, that can impact consumer disposable income levels and spending habits, thereby reducing the orders we may receive from our significant customers.

We continue to experience minimal supply chain disruptions relating to fuel refinery and transportation issues as it pertains to shipping. These issues first arose as result of the COVID-19 pandemic and other geo-political events. Currently, the drought in Panama is slowing down shipping container traffic, contributing to continued shipping delays in the receipt of certain raw materials used in our manufacturing process.

During the first quarter of calendar 2022, the war in Ukraine affected our customer’s business operations in Ukraine and Russia, resulting in the cancelation of some future orders. The war resulted in the imposition of sanctions by the United States, the United Kingdom, and the European Union, that affect the cross-border operations of businesses operating in Russia. In addition, many multinational companies ceased or suspended their operations in Russia. Therefore, the ability to continue operations in Russia by our customers is uncertain.

Additionally, the current Israel-Hamas war in the Middle East could negatively impact our sales and margins. Certain of our customers sell into Israel and we source certain raw materials from Israel. If the Israel-Hamas war carries on for a significant time frame, it could have a negative impact on our sales and margins if we are unable to replace these sales with other sales and/or obtain the same raw materials at substantially the same price as currently paid.

Critical Accounting Policies and Estimates

There have been no changes to our critical accounting policies in the three months ended March 31, 2024, except as disclosed in Note 1. Principles of Consolidation and Basis of Presentation of the Condensed Financial Statements of the Company contained in this Quarterly Report on Form 10-Q. Critical accounting policies and the significant estimates made in accordance with them are regularly discussed by management with our Audit Committee. Those policies are discussed under “Critical Accounting Policies” in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of our Annual Report on Form 10-K for the year ended June 30, 2023 and in Note 1. Principles of Consolidation and Basis of Presentation of the Condensed Financial Statements of the Company contained in this Quarterly Report on Form 10-Q.

Results of Operations (in thousands, except share and per share amounts)

Our results from operations in the following table, sets forth the income statement data of our results as a percentage of net sales for the periods indicated:

	For the three months						For the nine months
	ended March 31,						ended March 31,
	2024			2023			2024			2023
Sales, net		100.0	%		100.0	%		100.0	%		100.0	%
Costs and expenses:
Cost of sales		90.5	%		92.3	%		93.1	%		91.8	%
Selling and administrative		6.8	%		7.4	%		7.3	%		8.1	%
		97.3	%		99.7	%		100.4	%		99.9	%
Income (loss) from operations		2.7	%		0.3	%		(0.4%	)		0.1	%
Other income (expense), net
Interest income (expense)		(0.0%	)		(0.1%	)		0.0	%		(0.1%	)
Other income (expense), net		0.0	%		0.1	%		(0.1%	)		(0.1%	)
Other income (expense), net		0.0	%		0.0	%		(0.0%	)		(0.2%	)
Income (loss) before income taxes		2.7	%		0.3	%		(0.4%	)		(0.1%	)
Income tax expense, net		(0.4%	)		(0.2%	)		(0.0%	)		(0.1%	)
Net income (loss)		2.2	%		0.1	%		(0.4%	)		(0.2%	)

For the Nine Months Ended March 31, 2024 compared to the Nine Months Ended March 31, 2023

Sales, net. Sales, net, for the nine months ended March 31, 2024 and 2023 were $37,571 and $37,678, respectively, a decrease of 0.3%, and were comprised of the following:

	Nine months ended				Dollar			Percentage
	March 31,				Change			Change
	2024		2023		2024 vs 2023			2024 vs 2023
	(amounts in thousands)
Contract Manufacturing:	****	****	****	****	****	****	****	****	****	****
US Customers	$	31,022	$	29,272	$	1,750			6.0	%
International Customers		5,218		6,568		(1,350	)		(20.6%	)
Net sales, Contract Manufacturing		36,240		35,840		400			1.1	%
Other Nutraceuticals:	****	****	****	****	****	****	****	****	****	****
US Customers		1,304		1,830		(526	)		(28.7%	)
International Customers		27		8		19			237.5	%
Net sales, Other Nutraceuticals		1,331		1,838		(507	)		(27.6%	)
Total net sales	$	37,571	$	37,678	$	(107	)		(0.3%	)

In the nine months ended March 31, 2024 and 2023, a significant portion of our consolidated net sales, approximately 90% and 82%, were concentrated among two customers in our Contract Manufacturing Segment, Life Extension and Herbalife. Life Extension and Herbalife represented approximately 73% and 21% and 67% and 26%, respectively, of our Contract Manufacturing Segment’s net sales in the nine months ended March 31, 2024 and 2023, respectively.

The decrease in net sales of approximately $107 in the nine months ended March 31, 2024 was primarily the result of decreased sales in the Other Nutraceutical Segment of approximately $507, offset by the increase in the Contract Manufacturing Segment of $400, from the nine months ended March 31, 2023. The decrease in our Other Nutraceuticals Segment by $507, was primarily due to decreased net sales by MDC Warehousing and CII in the amounts of $422 and $89, respectively. The declines were from two major customers in this segment, which represented 40% and 18% in the nine months ended March 31, 2024 compared to 61% and 8% in the nine months ended March 31, 2023. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.

Cost of sales. Cost of sales increased by approximately $368 to $34,971 for the nine months ended March 31, 2024, as compared to $34,603 for the nine months ended March 31, 2023 or approximately 1.1%. Cost of sales increased as a percentage of sales to 93.1% for the nine months ended March 31, 2024 as compared to 91.8% for the nine months ended March 31, 2023. The increase of $368 in the cost of goods sold amount is from increased manufacturing costs of $572 in our Contract Manufacturing Segment offset by a decrease of $214 in our Other Nutraceuticals Segment. The increase in the cost of goods sold as a percentage of net sales, was primarily the result of substantially the same sales in the Contract Manufacturing net sales used to offset the increased manufacturing overhead costs.

Selling and Administrative Expenses. There was a decrease in selling and administrative expenses of approximately $282 or approximately 9.3% in the nine months ended March 31, 2024 compared to the nine months ended March 31, 2023. As a percentage of sales, net, selling and administrative expenses were approximately 7.3% and 8.1% in the nine months ended March 31, 2024 and 2023, respectively. Our salaries and employee benefits decreased by approximately $130 as a result of decreased (i) bonuses of $43, (ii) base pay of $61 and (iii) payroll taxes and other employee benefits of $26. Other selling and administrative expenses decreased by $152 primarily as a result of decreased stock compensation expense of $47 and all other selling and administrative expenses of $105.

Other income (expense), net. Other income (expense), net was approximately $5 for the nine months ended March 31, 2024 compared to $(24) for the nine months ended March 31, 2023, and was composed of:

	Nine months ended
	March 31,
	2024			2023
	(dollars in thousands)
Interest income (expense), net	$	6		$	(16	)
Other expense, net		(1	)		(8	)
Other income (expense), net	$	5		$	(24	)

In the nine months ended March 31, 2023, we sold our remaining iBio Stock, for a loss of $35 offset with an unrealized gain on the remaining iBio Stock of approximately $27, resulting in net other expense of $8

Income tax benefit (expense), net. For the nine months ended March 31, 2024 and 2023, we had a state income tax (benefit) provision of approximately ($1) and $65, respectively and federal income tax expense of $11 and $26, in the nine months ended March 31, 2024 and 2023, respectively. The income state tax benefit in the nine months ended March 31, 2024 includes a lower than expected state tax liability in the fiscal year ended June 30, 2023 of $19, offset by the current estimated tax provision of $18 for the nine months ended March 31, 2024.

Net loss. We had a net loss for the nine months ended March 31, 2024 and 2023 of approximately $156 and $74, respectively. The increase of approximately $82 in net losses was primarily the result of the increased operating loss of $192 offset, in part, by the change in the provision for income taxes of $81.

For the Three Months Ended March 31, 2024 compared to the Three Months Ended March 31, 2023

Sales, net. Sales, net, for the three months ended March 31, 2024 and 2023 were $13,147 and $13,098, respectively, an increase of 0.4%, and are comprised of the following:

	Three months ended				Dollar			Percentage
	March 31,				Change			Change
	2024		2023		2024 vs 2023			2024 vs 2023
	(amounts in thousands)
Contract Manufacturing:	****	****	****	****	****	****	****	****	****	****
US Customers	$	10,770	$	10,417	$	353			3.4	%
International Customers		1,980		2,180		(200	)		(9.2%	)
Net sales, Contract Manufacturing		12,750		12,597		153			1.2	%
Other Nutraceuticals:	****	****	****	****	****	****	****	****	****	****
US Customers		397		493		(96	)		(19.5%	)
International Customers		-		8		(8	)		(100.0%	)
Net sales, Other Nutraceuticals		397		501		(104	)		(20.8%	)
Total net sales	$	13,147	$	13,098	$	49			0.4	%

For the three months ended March 31, 2024 and 2023, a significant portion of our consolidated net sales, approximately 90% and 88%, respectively, were concentrated among two customers, Life Extension and Herbalife, in our Contract Manufacturing Segment. Life Extension and Herbalife, represented approximately 72% and 21% and 68% and 23%, respectively, of our Contract Manufacturing Segment’s net sales in the three months ended March 31, 2024 and 2023, respectively.

Revenues in the three months ended March 31, 2024 were lower than the three months ended March 31, 2023 in our Other Nutraceuticals Segment by $104, primarily due to a decrease of $184 from MDC Warehousing offset, in part, by an increase in sales from CII of $81. One customer that represented 27% of revenues in our Other Nutraceutical Segment in the three months ended March 31, 2023, declined by $153 in sales and represented 0% of sales in this segment for the three months ended March 31, 2024. This was offset by another customer in our Other Nutraceuticals Segment customer with increased sales of $82, increasing from representing 2% of sales in this segment in the three months ended March 31, 2023 to 23% in the three months ended March 31, 2024.

The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.

Cost of sales. Cost of sales decreased by approximately $191 to $11,899 for the three months ended March 31, 2024, as compared to $12,090 for the three months ended March 31, 2023 or approximately 2%. Cost of sales decreased as a percentage of sales to 90.5% for the three months ended March 31, 2024 as compared to 92.3% for the three months ended March 31, 2023. The decrease in the cost of goods sold as a percentage of net sales, was primarily the result of the increased net sales in the Contract Manufacturing Segment used to offset the fixed manufacturing overhead.

Selling and Administrative Expenses. There was a decrease in selling and administrative expenses of $71, approximately 7% in the three months ended March 31, 2024 as compared to the three months ended March 31, 2023. As a percentage of sales, net, selling and administrative expenses were approximately 6.8% and 7.4% in the three months ended March 31, 2024 and 2023, respectively. The decrease of $71 was primarily from decreases in (i) salaries and employee benefit costs of $63 ($46 in lower salaries and $17 in lower employee benefits), (ii) stock compensation expense of $25 and (iii) all other selling and administrative expenses of $3.

Other income (expense), net. Other income (expense), net was approximately $(3) for the three months ended March 31, 2024 compared to $2 for the three months ended March 31, 2023, and is composed of:

	Three months ended
	March 31,
	2024			2023
	(dollars in thousands)
Interest income (expense), net	$	(4	)	$	2
Other income		1			-
Other income (expense), net	$	(3	)	$	2

In the three months ended March 31, 2024, we had a gain on trade in of machinery of $1.

Income tax benefit (expense), net. For the three months ended March 31, 2024 and 2023, we had federal deferred income tax expense of $25 and $9, respectively and state income tax (benefit) expense, net of approximately $(14) and $21, in the three months ended March 31, 2024 and 2023, respectively. Additionally, in the three months ended March 31, 2024, we had federal current tax provision of $56. The state income tax benefit in the three months ended March 31, 2024 includes a lower than expected state tax liability in the fiscal year ended June 30, 2023 of $19, offset by the current estimated tax provision of $5 for the three months ended March 31, 2024.

Net income. We had a net income of $285 and $16 in the three months ended March 31, 2024 and 2023, respectively. The increase in net income of approximately $269 was primarily the result of the increase in operating income of $311 offset by the change in the provision for income taxes of $37.

Seasonality

The nutraceutical business can be seasonal. Due to our current customer base in our contract manufacturing segment, our fiscal quarter ending December 31st each year tends to be more than our average quarterly volume for the other three fiscal quarters in the fiscal year. This increase is based on their forecast of their customer base.

The Company believes that there are non-seasonal factors that may influence the variability of quarterly results including, but not limited to, general economic and industry conditions that affect consumer spending, changing consumer demands and current news on nutritional supplements. Accordingly, a comparison of the Company’s results of operations from consecutive periods is not necessarily meaningful, and the Company’s results of operations for any period are not necessarily indicative of future periods.

Liquidity and Capital Resources

The following table sets forth, for the periods indicated, the Company’s net cash flows used in operating, investing and financing activities, its period end cash and cash equivalents and other operating measures:

	For the nine months ended
	March 31,
	2024			2023
	(dollars in thousands)
Net cash provided by operating activities	$	1,129		$	2,418
Net cash used in investing activities	$	(407	)	$	(94	)
Net cash used in financing activities	$	(18	)	$	(126	)
Cash at end of period	$	2,020		$	2,529

At March 31, 2024, our working capital was approximately $11,316, a decrease of $228 from our working capital of $11,544 at June 30, 2023. The decrease in our working capital was the result of our current liabilities increasing by of $2,117 which was offset by an increase in our current assets of $1,889, primarily from increase in inventory, cash and accounts receivable, net of $908, $704 and $208, respectively.

Operating Activities

Net cash provided by operating activities of $1,129 in the nine months ended March 31, 2024 includes net loss of approximately $156. After excluding the effects of non-cash expenses, including depreciation and amortization, and changes in deferred tax assets, the adjusted cash provided from operations before the effect of the changes in working capital components was $963. Net cash provided from operations in the nine months ended March 31, 2024 included cash from our working capital assets and liabilities in the amount of approximately $166 and was primarily the result of decreases in our accounts payable and accrued expenses and other liabilities of $2,029 offset by, increases accounts receivable, inventories and other current assets of $208, $908 and $77, respectively, and the decrease in operating lease obligations of $672.

Net cash provided by operating activities of $2,418 in the nine months ended March 31, 2023 includes net loss of approximately $74. After excluding the effects of non-cash expenses, including depreciation and amortization, and changes in deferred tax assets, the adjusted cash provided from operations before the effect of the changes in working capital components was $1,080. Net cash provided by our operations in the nine months ended March 31, 2023 included cash from our working capital assets and liabilities in the amount of approximately $1,338 and was primarily the result of decreases in our inventory and accounts receivable, net and an aggregate increase in accounts payable, accrued expenses and other liabilities of $1,118, $205 and $643, respectively, offset by increases in operating lease obligations of $588 and prepaid expenses and other assets of $40.

Investing Activities

Cash used in investing activities of $407 in the nine months ended March 31, 2024 was for the purchase of machinery and equipment.

Cash used in investing activities in the nine months ended March 31, 2023 of approximately $94 was for the purchase of machinery and equipment of $98 offset by proceeds from the sale of iBio Stock in the amount of $4.

Financing Activities

Cash used in financing activities was approximately $18 for the nine months ended March 31, 2024, and was primarily from principal payments under our financed lease obligations of $31, offset by proceeds from exercises of stock options of $13.

Cash used in financing activities was approximately $126 for the nine months ended March 31, 2023, and was primarily from repayments of net advances under our revolving credit facility of $101 and principal payments under our financed lease obligations of $25.

As of March 31, 2024, we had cash of $2,020, funds available under our revolving credit facility of approximately $6,291 and working capital of approximately $11,316. We had an operating loss of $151 in the nine months ended March 31, 2024, which included non-cash expenses of $425 such as amortization, depreciation and employee stock compensation expense. After taking into consideration our interim results and current projections, management believes that operations, together with the revolving credit facility will support our working capital requirements at least through the period ending May 10, 2025.

Our current total annual commitments at March 31, 2024 for long term non-cancelable leases of approximately $1,018 consists of obligations under operating leases for office and warehouse facilities and operating and finance lease obligations for the rental of machinery, transportation and office equipment.

Capital Expenditures

The Company's capital expenditures for the nine months ended March 31, 2024 and 2023 were approximately $407 and $98, respectively. The Company has budgeted approximately $750 for capital expenditures for fiscal year 2024. The total amount is expected to be funded from cash provided from the Company’s operations.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Recent Accounting Pronouncements

None.

Impact of Inflation

The Company may not be able to timely increase its selling prices to its customer resulting from price increases from its suppliers due to various economic factors, including inflation, labor and shipping costs and its own increases in shipping, labor and other operating costs. The Company’s results of operations may also be affected by economic conditions, including inflationary pressures, that can impact consumer disposable income levels and spending habits, thereby reducing the orders it may receive from the Company’s significant customers.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of management, including the Co-Chief Executive Officers and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2024, and, based upon this evaluation, the Co-Chief Executive Officers and Chief Financial Officer have concluded that these controls and procedures are effective in providing reasonable assurance of compliance.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the three months ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors

Other than as set forth below, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

Inflation and tightened labor markets could have a negative impact on our financial results.

We are currently experiencing negative impacts on our margins due to inflation and tightened labor markets. We may not be able to timely increase our selling prices to our customers resulting from price increases from our suppliers due to various economic factors, including inflation, labor and shipping costs and our own increases in shipping, labor and other operating costs. Our results of operations may also be affected by economic conditions, including inflationary pressures, that can impact consumer disposable income levels and spending habits, thereby reducing the orders we may receive from our significant customers.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

None

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURE

Not Applicable.

Item 5. OTHER INFORMATION

On May 8, 2024, the Board of Directors of the Company reduced the number of Board Members from nine (9) to six (6).

On May 9, 2024, the Company entered into a Fifth Amendment To Revolving Credit, Term Loan And Security Agreement (the “Amendment”) by and among Integrated BioPharma, Inc., Manhattan Drug Company, Inc. (successor-by-merger to InB:Manhattan Drug Company, Inc.), AgroLabs, Inc., IHT Health Products, Inc., IHT Properties Corp., and Vitamin Factory, Inc. (also known as The Vitamin Factory), (each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party thereto (collectively, the “Lenders” and individually a “Lender”) and PNC Bank, National Association (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”), entered into on June 27, 2012, as amended on February 19, 2016, May 15, 2019, June 28, 2019 and *March 16, 2023 (*the "Existing Agreement).

The Amendment provides for a total of $5,000 in senior secured financing (the “Senior Credit Facility”) structured through discretionary advances (“Revolving Advances”) based on eligible accounts receivable and eligible inventory in the maximum amount of $5,000 (the “Revolving Credit Facility”). The Senior Credit Facility is secured by all assets of the Borrowers, including, without limitation, machinery and equipment, and real estate owned by IHT Properties Corp.

Revolving Advances bear interest at PNC’s base rate (8.50% and 8.25% as of March 31, 2024 and June 30, 2023, respectively) or the Term SOFR Rate plus the SOFR Adjustment. The Term SOFR Rate, for any day, shall be equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). The SOFR Adjustment is defined as 10 basis points (0.10%).

Upon and after the occurrence of any event of default under the Amendment, and during the continuation thereof, interest shall be payable at the interest rate then applicable plus 2%. The Senior Credit Facility matures on *May 15, 2026 (*the “Senior Maturity Date”). The principal balance of the Revolving Advances is payable on the Senior Maturity Date, subject to acceleration, based upon a material adverse event clause, as defined, subjective accelerations for borrowing base reserves, as defined or upon the occurrence of any event of default under the Amendment or earlier termination of the Amendment pursuant to the terms thereof.

The Revolving Advances are subject to the terms and conditions set forth in the Amendment and are made in aggregate amounts at any time equal to the lesser of (x) $5,000 or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions in the Amendment, of eligible accounts receivables (“Receivables Advance Rate”), plus (ii) up to the lesser of (A) 75%, subject to the provisions in the Amendment, of the value of the eligible inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of eligible inventory (as evidenced by the most recent inventory appraisal reasonably satisfactory to PNC in its sole discretion exercised in good faith) and (C) the inventory sublimit in the aggregate at any one time (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), minus (iii) the aggregate Maximum Undrawn Amount, as defined in the Amendment, of all outstanding letters of credit, minus (iv) such reserves as PNC may reasonably deem proper and necessary from time to time.

Item 6. EXHIBITS

(a) Exhibits

Exhibit

Number

10.1	Fifth Amendment to Revolving Credit, Term Loan and Security Agreement dated as of May 16, 2024 by and among Integrated BioPharma, Inc., Manhattan Drug Company, Inc. (successor-by-merger to InB:Manhattan Drug Company, Inc.), Agrolabs, Inc., IHT Health Products, Inc. IHT Properties, Inc. and Vitamin Factory, Inc. and PNC Bank, National Association.
10.2	Revolving Credit Note, dated as of May 9, 2024, by and among Integrated BioPharma, Inc., Manhattan Drug Company, Inc., Agrolabs, Inc., IHT Health Products, Inc., IHT Properties Corp. and Vitamin Factory, Inc. and PNC Bank, National Association, in the original principal amount of 5,000,000.
31.1	Certification of pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.
31.2	Certification of pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.
32.1	Certification of periodic financial report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.
32.2	Certification of periodic financial report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.
101.INS***	Inline XBRL Instance
101.SCH***	Inline XBRL Taxonomy Extension Schema
101.CAL***	Inline XBRL Taxonomy Extension Calculation
101.DEF***	Inline XBRL Taxonomy Extension Definition
101.LAB***	Inline XBRL Taxonomy Extension Labels
101.PRE***	Inline XBRL Taxonomy Extension Presentation
104	Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)

All values are in US Dollars.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INTEGRATED BIOPHARMA, INC.

Date: May 10, 2024	By: /s/ Christina Kay
	Christina Kay,
	Co-Chief Executive Officer
Date: May 10, 2024	By: /s/ Riva Sheppard
	Riva Sheppard,
	Co-Chief Executive Officer
	By: /s/ Dina L. Masi
Date: May 10, 2024	Dina L. Masi,
	Chief Financial Officer & Senior Vice President

HTML Editor

Exhibit 10.1

FIFTH AMENDMENT TO

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

THIS FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into May 9, 2024 by and among INTEGRATED BIOPHARMA, INC., a corporation organized under the laws of the State of Delaware (“Integrated”), MANHATTAN DRUG COMPANY, INC. (successor-by-merger to InB:MANHATTAN DRUG COMPANY, INC.), a corporation organized under the laws of the State of New Jersey (”MD”), AGROLABS, INC., a corporation organized under the laws of the State of New Jersey (“AL”), IHT HEALTH PRODUCTS, INC., a corporation organized under the laws of the State of Delaware (“IHT”), IHT PROPERTIES CORP., a corporation organized under the laws of the State of Delaware (“IHTP”), and VITAMIN FACTORY, INC. (also known as The Vitamin Factory), a corporation organized under the laws of the State of Delaware (“Vitamin”) (Integrated, MD, AL, IHT, IHTP and Vitamin, each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

RECITALS

Whereas, Borrowers and PNC entered into a certain Revolving Credit, Term Loan and Security Agreement dated June 27, 2012 (which has been, is being, and may be further amended, replaced, restated, modified and/or extended from time to time, the “Loan Agreement”); and

Whereas, Borrowers and PNC have agreed to modify the terms of the Loan Agreement as set forth in this Agreement.

Now, therefore, in consideration of PNC’s continued extension of credit and the agreements contained herein, the parties agree as follows:

AGREEMENT

1.	ACKNOWLEDGMENT OF BALANCE. Borrowers acknowledge that the most recent statement of account sent to Borrowers with respect to the Obligations is correct.
2.	MODIFICATIONS. **** The Loan Agreement be and hereby is modified as follows:
---	---
a.	The following definition is hereby added to Section 1.2 of the Loan Agreement in alphabetical order to read as follows:
---	---

“Fifth Amendment Closing Date” shall mean May 9, 2024.

b.	The following definitions contained in Section 1.2 of the Loan Agreement are hereby deleted and are replaced to read as follows:

“Fixed Charge Coverage Ratio” shall mean and include, with respect to any fiscal period, the ratio of (a) EBITDA, minus Unfinanced Capital Expenditures made during such period to (b) the sum of (i) the aggregate amount of all principal and interest payments made with regard to all Funded Debt of the Borrowers during such period including, but not limited to, any and all past due rent, plus (ii) the aggregate amount of cash dividends and cash distributions made by the Borrowers during such period (specifically excluding any and all cash dividends and cash distributions made between Borrowers and/or between Borrowers and their respective Subsidiaries), plus (iii) all taxes actually paid in cash by the Borrowers during such period, plus (iv) the aggregate amount of dividends and/or distributions made to any Borrower during such period by any Person that such Borrower is part of as a joint venture as permitted herein. Notwithstanding anything to the contrary herein, any income of the Borrowers derived from writing-off any past due accounts payable shall be excluded from this definition of Fixed Charge Coverage Ratio.

“Maximum Loan Amount” shall mean, as of the Fifth Amendment Closing Date, $5,000,000.00.

“Maximum Revolving Advance Amount” shall mean $5,000,000.00.

“Other Documents” shall mean, collectively, the Mortgage, the Note, the Assignment of Rents, Leases and Profits, the Environmental Indemnity Agreement, any Guaranty, any Subordination Agreement, any Lender-Provided Interest Rate Hedge and any and all other agreements, instruments and documents, including guaranties, pledges, powers of attorney, consents, interest or currency swap agreements or other similar agreements and writings, any Letters of Credit (including applications for such Letters of Credit and related reimbursement agreements), and any control agreements now or hereafter executed by any Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement.

“Termination Date” shall mean May 15, 2026 or such other date as the Lenders may agree in writing to extend the Termination Date until, without there being any obligation on the part of the Lenders to extend the Termination Date.

c.	Subsection 2.1 is hereby deleted from the Loan Agreement and replaced to read as follows:

2.1 Revolving Advances.

(a) Amount of Revolving Advances. Subject to the terms and conditions set forth in this Agreement including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (y) an amount equal to the sum of:

(i) up to 85%, subject to the provisions of Section 2.1(b) hereof (“Receivables Advance Rate”), of Eligible Receivables, plus

(ii) up to the lesser of (A) 75%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by the most recent Inventory appraisal reasonably satisfactory to Agent in its sole discretion exercised in good faith) and (C) the Inventory Sublimit in the aggregate at any one time (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), minus

(iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus

(iv) such reserves as Agent may reasonably deem proper and necessary from time to time.

The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Section 2.1 (a)(y)(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a). Notwithstanding anything to the contrary herein, for purposes of determining Section 2.1(a)(y)(i), the maximum amount that can be included in such determination with respect to Eligible Receivables arising from Foreign Subsidiaries of Herbalife shall not exceed the Herbalife Foreign Subsidiary Sublimit at any time.

d.	Subsection 6.9 is hereby deleted from the Loan Agreement in its entirety.
e.	Subsection 7.6 is hereby deleted from the Loan Agreement in its entirety and replaced to read as follows:
---	---

7.6 Capital Expenditures. Contract for, purchase or make any expenditure or commitments for Capital Expenditures in any fiscal year in an aggregate amount for all Borrowers in excess of (i) with respect to the fiscal year ending June 30, 2024, $850,000 and (ii) with respect to the fiscal year ending June 30, 2025 and all fiscal years thereafter, $500,000, tested annually.

f.	Subsection 9.2 is hereby deleted from the Loan Agreement and replaced to read as follows:

9.2 Schedules. Deliver to Agent on or before the twentieth (20th) day of each month as and for the prior month, solely with respect to Integrated and MD: (a) accounts receivable ageings inclusive of reconciliations to the general ledger, (b) accounts payable schedules inclusive of reconciliations to the general ledger, (c) Inventory reports and (d) a Borrowing Base Certificate in form and substance satisfactory to Agent (which shall be calculated as of the last day of the prior month and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement). In addition, each Borrower will deliver to Agent at such intervals as Agent may require: (i) confirmatory assignment schedules, (ii) copies of Customer’s invoices, (iii) evidence of shipment or delivery, and (iv) such further schedules, documents and/or information regarding the Collateral as Agent may require including trial balances and test verifications. Agent shall have the right to confirm and verify all Receivables by any manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this Section are to be in form satisfactory to Agent and executed by each Borrower (except as to items (a) through (d) above, which shall be only be required to be executed by Integrated and MD) and delivered to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and any Borrower’s failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral.

g.	Subsection 13.1 is hereby deleted from the Loan Agreement in its entirety and replaced to read as follows:

13.1 Term. This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until the Termination Date (the “Term”) unless sooner terminated as herein provided. Borrowers may terminate this Agreement at any time upon ninety (90) days’ prior written notice upon payment in full of the Obligations.

3.	ACKNOWLEDGMENTS. Borrowers acknowledge and represent that:
A.	the Loan Agreement and Other Documents, each as amended hereby, are in full force and effect without any defense, claim, counterclaim, right or claim of set-off;
---	---
B.	to the best of their knowledge, no default by the Agent or Lenders in the performance of their duties under the Loan Agreement or the Other Documents has occurred;
---	---
C.	all representations and warranties of the Borrowers contained herein, in the Loan Agreement and in the Other Documents are true and correct in all material respects as of this date, except for any representation or warranty that specifically refers to an earlier date;
---	---
D.	Borrowers have taken all necessary action to authorize the execution and delivery of this Agreement; and
---	---
E.	this Agreement is a modification of an existing obligation and is not a novation.
---	---
4.	CONDITIONS. As conditions to the effectiveness of any of the modifications, consents, or waivers contained herein, the Borrowers agree to:
---	---
A.	provide the Agent with this Agreement and the Amended and Restated Revolving Credit Note, each properly executed;
---	---
B.	provide the Agent with secretary’s certificates and resolutions of the Borrowers, authorizing the execution of this Agreement, in form and substance acceptable to the Agent;
---	---
C.	provide the Agent with all information and documentation reasonably required by the Agent in connection herewith;
---	---
D.	pay (i) an amendment fee in the amount of $20,000.00 to the Agent and (ii) all reasonable legal fees incurred by the Agent in entering into this Agreement to Wilentz, Goldman & Spitzer, P.A.; and
---	---
E.	pay all other reasonable costs and expenses incurred by the Lenders in entering into this Agreement.
---	---
5.	MISCELLANEOUS. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without reference to that state’s conflicts of law principles. This Agreement, the Loan Agreement and the Other Documents constitute the sole agreement of the parties with respect to the subject matter thereof and supersede all oral negotiations and prior writings with respect to the subject matter thereof. No amendment of this Agreement, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. The illegality, unenforceability or inconsistency of any provision of this Agreement shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Agreement, the Loan Agreement or the Other Documents.
---	---

This Agreement, the Loan Agreement and the Other Documents are intended to be consistent. However, in the event of any inconsistencies among this Agreement, the Loan Agreement and/or any of the Other Documents, the terms of this Agreement, then the Loan Agreement, shall control. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same agreement.
6.	DEFINITIONS. The terms used herein and not otherwise defined or modified herein shall have the meanings ascribed to them in the Loan Agreement. The terms used herein and not otherwise defined or modified herein or defined in the Loan Agreement shall have the meanings ascribed to them by the Uniform Commercial Code as enacted in State of New York.
---	---

This Agreement, the Loan Agreement and the Other Documents are intended to be consistent. However, in the event of any inconsistencies among this Agreement, the Loan Agreement and/or any of the Other Documents, the terms of this Agreement, then the Loan Agreement, shall control. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same agreement.

DEFINITIONS. The terms used herein and not otherwise defined or modified herein shall have the meanings ascribed to them in the Loan Agreement. The terms used herein and not otherwise defined or modified herein or defined in the Loan Agreement shall have the meanings ascribed to them by the Uniform Commercial Code as enacted in State of New York.

---

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[SIGNATURE PAGE TO FIFTH AMENDMENT]

IN WITNESS WHEREOF, the parties hereto have hereunto executed this Agreement the day and year first above mentioned.

ATTEST:	INTEGRATED BIOPHARMA, INC.
By: /s/ Dina L Masi	By:	/s/ Christina Kay
Name: Dina L. Masi	Name:	Christina Kay
Title: Secretary	Title:	Co-Chief Financial Officer
ATTEST:	MANHATTAN DRUG COMPANY, INC.
---	---	---
By: /s/ Dina L. Masi	By:	/s/ Riva Sheppard
Name: DINA L. MASI	Name:	RIVA SHEPPARD
Title: Secretary	Title:	President and Chief Executive Officer

ATTEST:	AGROLABS, INC.
By: /s/ Dina L. Masi	By:	/s/ Christina Kay
Name: DINA L. MASI	Name:	CHRISTINA KAY
Title: Secretary	Title:	President and Chief Executive Officer
ATTEST:	IHT HEALTH PRODUCTS, INC.
---	---	---
By: /s/ Dina L. Masi	By:	/s/ Christina Kay
Name: DINA L. MASI	Name:	CHRISTINA KAY
Title: Secretary	Title:	President and Chief Executive Officer

[SIGNATURES CONTINUE ON NEXT PAGE]

[SIGNATURE PAGE TO FIFTH AMENDMENT]

ATTEST:	IHT PROPERTIES CORP.
By: /s/ Dina L. Masi	By:	/s/ Riva Sheppard
Name: DINA L. MASI	Name:	RIVA SHEPPARD
Title: Secretary	Title:	President and Chief Executive Officer
ATTEST:	VITAMIN FACTORY, INC.
---	---	---
	(also known as The Vitamin Factory)
By: /s/ Dina L. Masi	By:	/s/ Riva Sheppard
Name: DINA L. MASI	Name:	RIVA SHEPPARD
Title: Secretary	Title:	President and Chief Executive Officer

[SIGNATURES CONTINUE ON NEXT PAGE]

[SIGNATURE PAGE TO FIFTH AMENDMENT]

PNC BANK, NATIONAL ASSOCIATION,
as Lender and as Agent
By:	/s/Smit Patel
Name:	Smit Patel
Title:	Vice President

ex_671024.htm

EXHIBIT 10.2

AMENDED AND RESTATED REVOLVING CREDIT NOTE

PNC Bank, National Association

$5,000,000 May 9, 2024

Woodbridge, N.J.

This Amended and Restated Revolving Credit Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security Agreement dated as of June 27, 2012 (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”) by and among INTEGRATED BIOPHARMA, INC., a corporation organized under the laws of the State of Delaware (“Integrated”), MANHATTAN DRUG COMPANY, INC., a corporation organized under the laws of the State of New Jersey (”MD”), AGROLABS, INC., a corporation organized under the laws of the State of New Jersey (“AL”), IHT HEALTH PRODUCTS, INC., a corporation organized under the laws of the State of Delaware (“IHT”), IHT PROPERTIES CORP., a corporation organized under the laws of the State of Delaware (“IHTP”), and VITAMIN FACTORY, INC. (also known as The Vitamin Factory), a corporation organized under the laws of the State of Delaware (“Vitamin”) (Integrated, MD, AL, IHT, IHTP and Vitamin, each a “Borrower”, and collectively “Borrowers”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various financial institutions named therein or which hereafter become a party thereto (together with PNC collectively, “Lenders”) and PNC as agent for Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement.

FOR VALUE RECEIVED, the Borrowers hereby promise to pay to the order of PNC, at the office of Agent located at PNC Bank Center, Two Tower Center, East Brunswick, New Jersey 08816 or at such other place as Agent may from time to time designate to Borrower in writing:

(i) the principal sum of FIVE MILLION AND 00/100 DOLLARS ($5,000,000) or, if different from such amount, the unpaid principal balance of the Revolving Advances as may be due and owing to PNC under the Loan Agreement, payable in accordance with the provisions of the Loan Agreement, subject to acceleration upon the occurrence of an Event of Default under the Loan Agreement or earlier termination of the Loan Agreement pursuant to the terms thereof; and

(ii) interest on the principal amount of this Note from time to time outstanding until such principal amount is paid in full at the applicable Revolving Interest Rate in accordance with the provisions of the Loan Agreement. In no event, however, shall interest exceed the maximum interest rate permitted by law. Upon and after the occurrence of an Event of Default, and during the continuation thereof, interest shall be payable at the Default Rate in accordance with the Loan Agreement; and

(iii) notwithstanding anything to the contrary herein, in the Loan Agreement and/or in any Other Document, all outstanding principal and interest hereunder is due and payable on the Termination Date.

This Note is a “Revolving Credit Note” referred to in the Loan Agreement and is secured, inter alia, by the Liens granted pursuant to the Loan Agreement and the Other Documents, is entitled to the benefits of the Loan Agreement and the Other Documents and is subject to all of the agreements, terms and conditions therein contained.

This Note is intended to amend, restate and replace a certain Revolving Credit Note issued by the Borrowers in favor of PNC dated June 27, 2012 in the original principal amount of $8,000,000.00.

This Note is subject to mandatory prepayment, and may be voluntarily prepaid, in whole or in part, in each case, on the terms and conditions set forth in the Loan Agreement.

If an Event of Default under Section 10.7 or 10.8 of the Loan Agreement shall occur and be continuing, then this Note shall immediately become due and payable, without notice, together with reasonable attorneys’ fees if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof. If any other Event of Default shall occur and be continuing under the Loan Agreement or any of the Other Documents, which is not cured within any applicable grace period, then this Note may, as provided in the Loan Agreement, be declared to be immediately due and payable, without notice, together with reasonable attorneys’ fees, if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof.

Lenders may at any time pledge or assign all or any portion of their rights under the Loan Agreement and the Other Documents (including any portion of this Note) to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Lenders from their obligations under the Loan Agreement or any of the Other Documents.

This Note shall be construed and enforced in accordance with the laws of the State of New York.

Borrowers expressly waive any presentment, demand, protest, notice of protest, or notice of any kind except as expressly provided in the Loan Agreement.

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[SIGNATURE PAGES TO FOLLOW]

[SIGNATURE PAGE TO A&R REVOLVING CREDIT NOTE]

IN WITNESS WHEREOF, the undersigned have executed this Note as of the year and date first written above.

ATTEST:	INTEGRATED BIOPHARMA, INC.
By: /s/ Dina L Masi	By:	/s/ Christina Kay
Name: DINA L. MASI	Name:	CHRISTINA KAY
Title: Secretary	Title:	Co-Chief Executive Officer
ATTEST:	MANHATTAN DRUG COMPANY, INC.
---	---	---
By: /s/ Dina L Masi	By:	/ s/ Riva Sheppard
Name: DINA L. MASI	Name:	RIVA SHEPPARD
Title: Secretary	Title:	President and Chief Executive Officer
ATTEST:	AGROLABS, INC.
---	---	---
By: /s/ Dina L Masi	By:	/s/ Christina Kay
Name: DINA L. MASI	Name:	CHRISTINA KAY
Title: Secretary	Title:	President and Chief Executive Officer
ATTEST:	IHT HEALTH PRODUCTS, INC.
---	---	---
By: /s/ Dina L Masi	By:	/s/ Christina Kay
Name: DINA L. MASI	Name:	CHRISTINA KAY
Title: Secretary	Title:	President and Chief Executive Officer

[SIGNATURES CONTINUE ON NEXT PAGE]

[SIGNATURE PAGE TO A&R REVOLVING CREDIT NOTE]

ATTEST:	IHT PROPERTIES CORP.
By: /s/ Dina L Masi	By:	/s/ Riva Sheppard
Name: DINA L. MASI	Name:	RIVA SHEPPARD
Title: Secretary	Title:	President and Chief Executive Officer
ATTEST:	VITAMIN FACTORY, INC.
---	---	---
	(also known as The Vitamin Factory)
By: /s/ Dina L Masi	By:	/s/ Riva Sheppard
Name: DINA L. MASI	Name:	Riva Sheppard
Title: Secretary	Title:	President and Chief Executive Officer

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Exhibit 31.1

Certification of Co-Chief Executive Officers

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

We, Christina Kay and Riva Sheppard each certify that:

1. I have reviewed this quarterly report on Form 10-Q of Integrated BioPharma, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter, in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
---	---
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
---	---
Date: May 10, 2024	By: /s/ Christina Kay
---	---
	Name: Christina Kay,
	Title: Co-Chief Executive Officer
	(Co-Principal Executive Officer)
	By: /s/ Riva Sheppard
	Name: Riva Sheppard,
	Title: Co-Chief Executive Officer
	(Co-Principal Executive Officer)

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Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Dina L. Masi, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Integrated BioPharma, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter, in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
---	---
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
---	---
Date: May 10, 2024	By: /s/ Dina L. Masi
---	---
	Name: Dina L. Masi
	Title: Chief Financial Officer & Senior Vice President
	(Principal Financial Officer)

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Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 of Integrated BioPharma, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Christina Kay and Riva Sheppard, Co-Chief Executive Officers of Integrated BioPharma, Inc. **** certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to their knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

This certification accompanies the Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: May 10, 2024	By: /s/ Christina Kay
	Name: Christina Kay,
	Title: Co-Chief Executive Officer
	(Co-Principal Executive Officer)
	By: /s/ Riva Sheppard
	Name: Riva Sheppard,
	Title: Co-Chief Executive Officer
	(Co-Principal Executive Officer)

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Exhibit 32.2

CERTIFICATION OF PERIODIC REPORT

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 of Integrated BioPharma, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Dina L Masi, Chief Financial Officer and Senior Vice President of Integrated BioPharma, Inc. **** certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to her knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: May 10, 2024	By: /s/ Dina L Masi
	Name: Dina L Masi,
	Title: Chief Financial Officer and Senior Vice President
	(Principal Financial Officer)