8-K - INBP - Equibles

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):

February 17, 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. ☐

1.01 Entry into a Material Definitive Agreement.

On February 17, 2026, Manhattan Drug Company, Inc. ("MDC"), a wholly owned subsidiary of Integrated Biopharma Inc. (the "Company”), entered into a Fourth Amendment of Lease (the "Amendment") with Vitamin Realty Associates, LLC ("Vitamin Realty") to that certain Lease Agreement dated January 10, 1997, as amended on July 15, 2022 (the "Original Lease") with respect to certain office and warehouse space leased by MDC from Vitamin Realty. The Amendment (i) decreases the total square footage MDC is leasing from Vitamin Realty from 116,175 square feet to 110,095 square feet, (ii) increases the annual basic rent amounts from $845,966 to $1,100,950 per annum, increasing three percent (3%) per annum, and extends the Termination Date to January 31, 2029. In addition to the annual basic rent amounts, MDC will be obligated to pay its proportionate share of Vitamin Realty's operating expenses as additional rent. All other terms of the Original Lease, as originally amended, remain in full force.

Vitamin Realty is 100% owned by the estate of Company's former chairman, and a major stockholder and the Co-Chief Executive Officers, who are also Directors of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Fourth Amendment of Lease, dated February 17, 2026, between Vitamin Realty Associates, L.L.C. and Manhattan Drug Company, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

-1-

EXHIBIT INDEX

Exhibit	Description
10.1	Fourth Amendment of Lease, dated February 17, 2026, between Vitamin Realty Associates, L.L.C. and Manhattan Drug Company, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

-2-

SIGNATURE

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

	INTEGRATED BIOPHARMA, INC.
Date: February 18, 2026	By: /s/ Dina L Masi
	Dina L. Masi
	Chief Financial Officer

-3-

ex_922144.htm

Exhibit 10.1

FOURTH AMENDMENT OF LEASE

This FOURTH AMENDMENT OF LEASE (this **"**Amendment") is made as of the 17th day of February 2026, between VITAMIN REALTY ASSOCIATES LLC (the LESSOR"), a New Jersey limited liability company, and MANHATTAN DRUG COMPANY, INC (the LESSEE"), a New Jersey corporation, having an address at 225 Long Avenue, Hillside, New Jersey 07205.

WITNESSETH

WHEREAS, pursuant to that certain Lease dated January 10, 1997, (the "Lease") by and between Vitamin Realty Associates LLC, (LESSOR) and LESSEE**,** LESSOR leased to LESSEE certain premises consisting of approximately 58,521 rentable square feet of warehouse space on the first floor of the building known as 225 Long Avenue, Hillside, New Jersey (the "Building", approximately 14,563 rentable square feet of office space on the second floor of the building and approximately 10,800 rentable square feet of space on the third floor of the building (collectively the "Demised Premises"); and

WHEREAS, LESSOR and LESSEE have previously agreed orally to substitute space on the second floor of the building to replace equivalent space on the first floor of the building that was leased to other tenants; and

WHEREAS, LESSOR and LESSEE in the AMENDMENT OF LEASE dated April 28, 2000, agreed to amend the Lease to provide that LESSOR will lease to LESSEE a total of approximately 40,471 rentable square feet of warehouse space on the first floor of the building, approximately 23,627 rentable square feet of office space on the second floor of the building, and approximately 10,800 rentable square feet of space on the third floor of the building; and

WHEREAS, LESSOR and LESSEE have agreed to amend the Lease to provide that LESSOR will lease to LESSEE a total of approximately 40,471 rentable square feet of warehouse space on the first floor of the building, approximately 24,890 rentable square feet of office space on the second floor of the building, and Approximately 10,800 rentable square feet of space on the third floor of the building; and

WHEREAS, LESSOR and LESSEE have agreed to amend the Lease to provide that LESSOR will lease to LESSEE a total of approximately 73,670 rentable square feet of warehouse space on the first floor of the building, and approximately 36,935 rentable square feet of office space on the second floor of the building; and

WHEREAS, LESSOR and LESSEE have agreed to amend the Lease to be an initial base rent of $10.00 per square foot (“Base Rent”), plus Additional Rent, as further defined below,

WHEREAS, LESSOR and LESSEE have agreed that Tenant shall be pay as Additional Rent its proportionate share of the Building’s Real Estate Taxes, Operating Expenses and Electricity.; and

WHEREAS, LESSOR and LESSEE have agreed that Tenant’s Proportionate share of the Building is 70.12%

WHEREAS, LESSOR and LESSEE have agreed to restate and extend this lease through January 31,2029.

WHEREAS, LESSOR and LESSEE have agreed to amend and extend the Lease to provide that LESSOR will lease to LESSEE a total of approximately 73,670 rentable square feet of warehouse space on the first floor of the building, and approximately 36,425 rentable square feet of office and general space on the second floor of the building; and

BASE RENT Schedule shall be; Schedule B, attached hereto and made a part hereof;

This Lease shall be subject and subordinate to any mortgage, deed of trust, or other security instrument now or hereafter encumbering the Building or the Land (collectively, a “Mortgage”), provided, however, that Landlord shall use reasonable efforts to obtain from the holder of any such Mortgage, including all current and future holders of any Mortgage, debt, or other financing instrument, a commercially reasonable non-disturbance agreement in favor of LESSEE, whereby such holder agrees that, so long as LESSEE is not in default beyond applicable notice and cure periods under this Lease, LESSEE’s possession of the Premises and rights under this Lease shall not be disturbed in the event of a foreclosure or deed in lieu of foreclosure, or any other such action that may remove, displace, or limit LESSOR as landlord or its right to convey rights of use and occupancy by LESSEE.

LESSOR’s obligation shall be limited to using best efforts to request such non-disturbance agreement, and LESSOR shall not be in default under this Lease if such holder of any Mortgage, refuses to provide the same, in which case LESSOR shall provide LESSEE with written notice as to such refusal by any holder of any Mortgage. The cost, if any is incurred for said “non-disturbance agreement” including but not limited to reasonable attorney fees, shall be borne solely by the LESSEE and paid as additional rent.

WHEREAS all capitalized terms defined in the Lease and not otherwise defined herein shall have their respective meanings set forth in the Lease.

Neither this Amendment nor any provision contained herein may be amended, modified, or extended except by an instrument signed by both parties, including the party against whom enforcement of such amendment, modification or extension is sought.

This amendment may be executed in counterparts, each of which shall be deemed a duplicate original hereof.

IN WITNESS WHEREOF, this FOURTH AMENDMENT has been executed by LESSOR and LESSEE as of the day and year first written above.

VITAMIN REALTY ASSOCIATES LLC	MANHATTAN DRUG COMPANY INC
BY: /s/ Riva Sheppard	BY: /s/ Dina L Masi
NAME: Riva Sheppard	NAME: Dina L Masi
TITLE: Member	TITLE: Chief Financial Officer

SCHEDULE B

BASIC RENT

The Basic Rent shall be payable in equal monthly installments, on the first day of each month. The Basic Rent for the Term shall be as follows:

(a) (i) for the period from the Commencement Date to, but not including, the fifth anniversary of the Commencement Date, the Basic Rent shall be $346,000.00 per annum, payable in equal monthly installments of $28,833.33; and

(ii) for the period from the Second Amendment Commencement Date to, but not including the fifth anniversary of the Second Amendment Commencement Date, the Basic Rent shall be $533,127.00 per annum, payable in monthly installments of $44,427.25; and

(iii) for the period from the Third Amendment Commencement Date to and including the Termination Date, 1/31/26, the Basic Rent shall be $845,966.28 per annum, payable in monthly installments of $70,497.19 and shall include the LESSE's Proportionate Share of the LESSOR's monthly operating expenses; and

(iv) for the Fourth Amendment the Base Rent shall be;

2/1/26 – 1/31/27	$ 91,745.83 per month, $1,100,950.00 NNN per annum;
2/1/27 – 1/31/28	$ 94,498.21 per month, $1,133,978.50 NNN per annum;
2/1/28 – 1/31/29	$ 97,333.15 per month, $1,167,997.86 NNN per annum.