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0001016504
0001016504
2025-12-01
2025-12-01
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):
December 1, 2025
________________
INTEGRATED BIOPHARMA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
(STATE OR OTHER JURISDICTION OF INCORPORATION)
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001-31668
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22-2407475
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(COMMISSION FILE NUMBER)
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(I.R.S. EMPLOYER IDENTIFICATION NO.)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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None
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None
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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 5.07 Submission of Matters to a Vote of Security Holders
On December 1, 2025, Integrated BioPharma, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 31,059,610 shares of the Company's common stock, par value $0.002 per share, were entitled to vote as of the close of business on October 17, 2025, the record date for the Annual Meeting. The holders of 22,651,488 shares of common stock, representing a quorum, were present in person or represented by proxy at the Annual Meeting, at which the stockholders were asked to vote on four proposals. The proposals are described in detail in the Company’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to stockholders on or about October 28, 2025 (the "Definitive Proxy Statement"). Set forth below are the matters acted upon by the Company’s shareholders at the Annual Meeting, and the final voting results of each such proposal.
Proposal No. 1 –To elect the Class III director for a three-year term to serve until the 2028 Annual Meeting of Stockholders
The Company’s stockholders voted for the election of the Class III director, Mr. Eric Friedman, to serve until the 2028 Annual Meeting of Stockholders (subject to earlier removal, death or resignation) and until his successor is elected and qualified. The final voting results were as follows:
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Broker
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For
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Withheld
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Non-Votes
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| Eric Friedman |
20,662,516 |
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183,398 |
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1,805,574 |
Proposal No. 2 – Non-binding, Advisory Vote on Frequency of Vote on Executive Compensation
The Company’s shareholders voted, by a non-binding advisory vote, for a three-year frequency of vote on executive compensation. The final non-binding advisory voting results were as follows:
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1 Year
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2 Years
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3 Years |
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Abstain
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| 445,580 |
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800 |
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20,395,034 |
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4,500 |
Proposal No. 3 – Non-binding advisory vote on Executive Compensation
The Company’s stockholders voted, by a non-binding advisory vote for the Executive Compensation paid to the "Named Executive Officers" set forth in the Definitive Proxy Statement. The final non-binding voting results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes |
| 20,788,236 |
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56,978 |
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700 |
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1,805,574 |
Proposal No. 4 – To ratify the appointment of the Company’s independent auditors for the fiscal year ending June 30, 2026
The Company’s stockholders voted in favor of ratifying the appointment of CBIZ CPAs P.C. as the Company’s independent auditors for the fiscal year ending June 30, 2026. The final voting results were as follows:
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For
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Against
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Abstain
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| 22,536,930 |
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113,420 |
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1,138 |
There were no other matters voted upon at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit relating to Item 5.07 shall be deemed to be furnished, and not filed:
| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
EXHIBIT INDEX
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Exhibit
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Description
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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INTEGRATED BIOPHARMA, INC.
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Date: December 1, 2025
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By: /s/ Dina L Masi
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Dina L Masi
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Chief Financial Officer
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