inbp20260507

inbp20260507_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

May 8, 2026

________________

INTEGRATED BIOPHARMA, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

(STATE OR OTHER JURISDICTION OF INCORPORATION)

001-31668	22-2407475
(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

225 Long Avenue

Hillside, New Jersey 07205

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(973) 926-0816

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

On May 8, 2026, Integrated Biopharma, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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

99.1		Press Release dated May 8, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

-1-

EXHIBIT INDEX


Exhibit		Description

99.1		Press Release dated May 8, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTEGRATED BIOPHARMA, INC.

Date: May 8, 2026	By: /s/ Dina L Masi
	Dina L. Masi
	Chief Financial Officer

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NEWS RELEASE for May 8, 2026

Contact: Dina Masi, CFO

Integrated BioPharma, Inc.

[email protected]

888.319.6962

Integrated BioPharma Reports Results for its Quarter Ended March 31, 2026

HILLSIDE, NEW JERSEY (May 8, 2026) - Integrated BioPharma, Inc. ((OTCQX: INBP)) (the “Company” or “INBP”) reports its financial results for the quarter ended March 31, 2026.

Revenue for the quarter ended March 31, 2026 was $10.1 million compared to $13.9 million for the quarter ended March 31, 2025, a decrease of $3.8 million or 27.3%. The Company had an operating loss of $1.1 million in the quarter ended March 31, 2026 compared to operating income in the quarter ended March 31, 2025 of approximately $0.7 million.

Revenue for the nine-month period ended March 31, 2026 was $34.1 million compared to $40.2 million for the nine-month period ended March 31, 2025, a decrease of $6.1 million or 15.2%. The Company had an operating loss for the nine-month period ended March 31, 2026 of approximately $1.8 million and operating income of approximately $1.4 million for the nine-month period ended March 31, 2025.

For the quarters ended March 31, 2026 and 2025, the Company had a net loss of $0.8 million and net income of approximately $0.6 million, respectively. The Company’s net (loss) income per share of common stock and diluted net (loss) income per share of common stock for the quarters ended March 31, 2026 and 2025 were $(0.03) and $0.02 per share of common stock, respectively.

For the nine-month periods ended March 31, 2026 and 2025, the Company had a net loss of $1.5 million and net income of approximately $1.0 million, respectively. The Company’s net (loss) income per share of common stock and diluted net (loss) income per share of common stock for the nine months ended March 31, 2026 and 2025 were $(0.05) and $0.03 per share of common stock, respectively.

“Our revenue decreased by approximately 15% in the nine-month period ended March 31, 2026 from the nine-month period ended March 31, 2025 and our revenue from our two largest customers in our Contract Manufacturing Segment represented approximately 90% and 83% of total revenue in the nine months ended March 31, 2026 and 2025, respectively,” stated the Co-Chief Executive Officers of the Company, Riva Sheppard and Christina Kay.

A summary of our financial results for the three and nine months ended March 31, 2026 and 2025 follows:

INTEGRATED BIOPHARMA, INC. AND 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,
	2026			2025		2026			2025

Total revenue	$	10,107		$	13,947	$	34,076		$	40,178
Cost of sales		10,383			12,396		33,304			36,085
Gross (loss) profit		(276	)		1,551		772			4,093
Selling and administrative expenses		809			812		2,608			2,662
Operating (loss) income		(1,085	)		739		(1,836	)		1,431
Other income , net		50			39		123			36

(Loss) income before income taxes		(1,035	)		778		(1,713	)		1,467
Income tax (benefit) expense, net		(198	)		167		(237	)		481
Net (loss) income	$	(837	)	$	611	$	(1,476	)	$	986

Net (loss) income per common share:
Basic	$	(0.03	)	$	0.02	$	(0.05	)	$	0.03
Diluted	$	(0.03	)	$	0.02	$	(0.05	)	$	0.03

Weighted average common shares outstanding:
Basic		31,059,610			30,300,720		31,059,610			30,190,869
Diluted		31,059,610			31,514,591		31,059,610			30,960,916

About Integrated BioPharma Inc. (INBP)

Integrated BioPharma, Inc. (“INBP”) is engaged primarily in the business of manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. Further information is available at ir.ibiopharma.com.

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if they never materialize or prove incorrect, could cause the results of INBP to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements generally are identified by the words “expects,” “anticipates,” believes,” intends,” “estimates,” “should,” “would,” “strategy,” “plan” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements and are not guarantees of future performance. Such statements speak only as of the date hereof, are subject to change and should not be relied upon for investment purposes. INBP undertakes no obligation to revise or update any statements for any reasons. The risks, uncertainties and assumptions include, 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 INBP; changes in industry capacity; pressure on prices from competition or from purchasers of INBP’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 INBP; availability of qualified personnel; the loss of any significant customers or suppliers; inflation, including inflationary pressures from any tariffs, and tightened labor markets; our ability to expand our customer base and other risks and uncertainties described in the section entitled “Risk Factors” in INBP’s most recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q. Accordingly, INBP cannot give assurance that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of INBP.