8-K/A
INTEGRATED BIOPHARMA INC (INBP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
November 10, 2022
________________
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. ☐
This Current Report on Form 8-K/A (this Amendment") is being filed to correct the Current Report on Form 8-K filed on November 14, 2022, which inadvertently included certain typographical errors in the summary table of financial results for the three months ended September 30, 2022 and 2021 set forth on page 2 of the Press Release filed as Exhibit 99-1 thereto. The sole purpose of this Amendment is to correct the typographical errors on page 2 of Exhibit 99-1. No other changes have been made to the original report.
Item 2.02. Results of Operations and Financial Condition.
On November 10, 2022, Integrated Biopharma, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2022. 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 Exhibit 99.1 contained This Current Report on Form 8-K/A contains the corrected Exhibit 99.1.
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 November 10, 2022 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
-1-
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Press Release dated November 10, 2022 |
| 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: November 14, 2022 | By: /s/ Dina L Masi |
| Dina L Masi | |
| Chief Financial Officer |
-3-
ex_145031.htm
Exhibit 99.1
NEWS RELEASE for November 10, 2022
Contact: Dina Masi, CFO
Integrated BioPharma, Inc.
investors@ibiopharma.com
888.319.6962
Integrated BioPharma Reports Results for its Quarter Ended September 30, 2022
HILLSIDE, NEW JERSEY (November 10, 2022) - Integrated BioPharma, Inc. (OTCQX: INBP) (the “Company” or “INBP”) reports its financial results for the quarter ended September 30, 2022.
Revenue for the quarter ended September 30, 2022 was $12.3 million compared to $12.8 million for the quarter ended September 30, 2021, a decrease of $0.5 million or approximately 3.1%. The Company had operating income for the quarter ended September 30, 2022 of $30,000 compared to operating income of approximately $585,000 for the quarter ended September 30, 2021.
For the quarter ended September 30, 2022, the Company had a net loss of approximately $35,000 or $0.00 per share of common stock, compared with net income of $516,000 or $0.02 per share of common stock for the quarter ended September 30, 2021. The Company’s diluted net income per share of common stock for the quarters ended September 30, 2022 and 2021 were $0.00 and $0.02 per share of common stock, respectively.
“Our revenue decreased by approximately 3% in the quarter ended September 30, 2022 from the quarter ended September 30, 2021 and our revenue from our two largest customers in our Contract Manufacturing Segment represented approximately 85% and 91% of total revenue in the quarters ended September 30, 2022 and 2021, respectively,” stated the Co-Chief Executive Officers of the Company, Riva Sheppard and Christina Kay. “We believe the impacts of overstocking by our customers during the pandemic continued to contribute to the decline in our sales coming into our fiscal year ending June 30, 2023. As the share of revenues declined from our two largest customers in our Contract Manufacturing Segment, we were able to offset some of the decreased sales volumes with increased sales to our other customers” the Co-CEOs further stated.
A summary of our financial results for the three months ended September 30, 2022 and 2021 follows:
| INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES | **** | **** | **** | **** | **** | **** |
|---|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME | **** | **** | **** | **** | **** | **** |
| (In thousands, except share and per share amounts) | **** | **** | **** | **** | **** | **** |
| (unaudited) | **** | **** | **** | **** | **** | **** |
| Three Months Ended | ||||||
| September 30, | ||||||
| 2022 | 2021 | |||||
| Total revenue | $ | 12,326 | $ | 12,751 | ||
| Cost of sales | 11,329 | 11,327 | ||||
| Gross profit | 997 | 1,424 | ||||
| Selling and administrative expenses | 967 | 839 | ||||
| Operating income | 30 | 585 | ||||
| Other expense, net ^(1)^ | (14 | ) | (46 | ) | ||
| Income before income taxes | 16 | 539 | ||||
| Income tax expense, net | (51 | ) | (23 | ) | ||
| Net (loss) income | $ | (35 | ) | $ | 516 | |
| Net income per common share: | ||||||
| Basic | $ | (0.00 | ) | $ | 0.02 | |
| Diluted | $ | (0.00 | ) | $ | 0.02 | |
| Weighted average common shares outstanding: | ||||||
| Basic | 29,949,610 | 29,817,919 | ||||
| Diluted | 29,949,610 | 32,599,896 |
^(1)^ Includes interest expense of $13 and $32, respectively.
About Integrated BioPharma Inc. (INBP)
Integrated BioPharma, Inc. is engaged primarily in manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. Further information is available at ir.ibiopharma.com.
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if they never materialize or prove incorrect, could cause the results of INBP to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements generally are identified by the words “expects,” “anticipates,” believes,” intends,” “estimates,” “should,” “would,” “strategy,” “plan” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements and are not guarantees of future performance. Such statements speak only as of the date hereof, are subject to change and should not be relied upon for investment purposes. INBP undertakes no obligation to revise or update any statements for any reasons. The risks, uncertainties and assumptions include, 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; the impact of the COVID-19 pandemic; the impact of the war in Ukraine 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.