Integrated BioPharma, Inc. filings document formal disclosures for a Delaware operating company whose public reports are tied to vitamins, nutritional supplements, herbal products and contract manufacturing. Recent Form 8-K filings furnish quarterly and fiscal-year results under Item 2.02, including press-release exhibits covering revenue, operating results and per-share data.
The filing record also includes material-event reports on credit-line arrangements and related-party lease matters involving the wholly owned subsidiary Manhattan Drug Company, as well as definitive proxy materials and annual meeting voting results covering director elections, executive-compensation votes, stockholder voting matters and governance procedures. Cover-page disclosures identify no securities registered on a national exchange under Section 12(b).
Integrated BioPharma director and 10% owner William H. Milmoe reported two bona fide gifts of Common Stock made through entities he is associated with. On March 24, 2026, 1,356,293 shares were transferred from CD Financial, LLC to CDDS 2.0, LLC, and 7,392 shares were transferred from the Carl DeSantis Revocable Trust to the same LLC controlled by Damon DeSantis. These are non-cash, indirect transfers rather than market sales. After the gifts, Milmoe’s reported holdings across CD Financial, the revocable trust, the Estate of Carl DeSantis, and his direct ownership total 11,505,340 shares of Integrated BioPharma Common Stock.
INTEGRATED BIOPHARMA INC director Damon DeSantis reported bona fide gift transfers involving 1,363,685 shares of Common Stock. The transactions, coded as gifts, were recorded at a price of $0.00 per share and are held indirectly through CDDS 2.0, LLC.
Footnotes state that 1,356,293 shares were transferred from CD Financial, LLC and 7,392 shares from the Carl DeSantis Revocable Trust to CDDS 2.0, LLC, which is controlled by DeSantis. Following these transfers, he indirectly holds 1,363,685 shares of the company’s common stock.
Integrated BioPharma Inc., through its wholly owned subsidiary Manhattan Drug Company, amended a long-term related-party lease for its office and warehouse space. The amendment reduces leased space from 116,175 to 110,095 square feet but raises annual basic rent from $845,966 to $1,100,950, with rent increasing three percent per year. The lease term is extended to a new termination date of January 31, 2029. Manhattan Drug Company will also continue to pay its proportionate share of the landlord’s operating expenses as additional rent. The landlord, Vitamin Realty Associates, is 100% owned by the estate of the company’s former chairman, a major stockholder, and the Co-Chief Executive Officers, who are also directors, making this a related-party arrangement.
Integrated BioPharma, Inc. reported weaker results for the quarter ended December 31, 2025, moving from profit to loss. Quarterly revenue fell to about $11.3 million from $12.6 million a year earlier, a 10.3% decline, and operating results shifted from roughly $0.2 million of income to a $0.9 million loss.
For the six-month period, revenue decreased to about $24.0 million from $26.2 million, and operating performance moved from approximately $0.7 million of income to a $0.7 million loss. The company recorded a net loss of $0.8 million for the quarter and $0.6 million for six months, versus net income of about $0.1 million and $0.4 million in the prior-year periods, with diluted earnings per share declining from $0.00 to $(0.03) for the quarter and from $0.01 to $(0.02) for six months.
Management noted that revenue from the two largest customers in the Contract Manufacturing Segment represented approximately 89% of total revenue for the six months ended December 31, 2025, up from 82% a year earlier, underscoring significant customer concentration.
Integrated BioPharma, Inc. reported weaker results for the quarter and six months ended December 31, 2025, as lower sales and thinner margins led to losses. Quarterly net sales fell to $11.3 million from $12.6 million, and the company swung to a net loss of $0.8 million versus prior-year profit.
For the six-month period, net sales declined to $24.0 million from $26.2 million, while net income of $0.4 million a year earlier turned into a net loss of about $0.6 million. Gross margin compressed significantly as cost of sales rose as a percentage of revenue, reflecting lower volumes to cover fixed manufacturing costs and pressure from inflation and labor markets.
The business remains highly concentrated, with two contract manufacturing customers accounting for roughly 89% of six‑month net sales. Despite the loss, liquidity improved: cash increased to $5.3 million, operating cash flow reached $1.9 million, and the company had no borrowings under its up to $4.5 million credit facilities, supporting working capital of about $14.3 million.
Integrated BioPharma Inc. reported an equity award to a senior insider. On 12/09/2025, Co-Chief Executive Officer, director and 10% owner Christina Kay received a stock option covering 140,000 shares of common stock at an exercise price of $0.35 per share. Following this grant, she beneficially owns 140,000 derivative securities in the form of this option. The option vests in three equal annual installments, with the first tranche vesting on December 9, 2026, aligning her compensation with longer-term shareholder performance.
Integrated BioPharma Inc. reported a new equity award to its Co-Chief Executive Officer and director, Riva Sheppard. On 12/09/2025, Sheppard received a stock option to purchase 140,000 shares of common stock at an exercise price of $0.35 per share. The option has an expiration date of December 9, 2035 and vests in three equal annual installments, with the first tranche vesting on December 9, 2026. Following this grant, Sheppard holds 140,000 derivative securities directly.
Integrated BioPharma Inc. reported a new stock option grant to its Chief Financial Officer, Dina L. Masi. On 12/09/2025, she received an option to purchase 140,000 shares of the company’s common stock at an exercise price of $0.31 per share. The option has an expiration date of 12/09/2035, giving a long-term window to exercise.
The option vests in three equal annual installments, with the first installment becoming exercisable on December 9, 2026. This means the grant is designed as a multi-year incentive, aligning the CFO’s potential equity gains with the company’s performance over time.
Integrated BioPharma, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on December 1, 2025. Of 31,059,610 common shares entitled to vote as of October 17, 2025, holders of 22,651,488 shares were present in person or by proxy, establishing a quorum.
Stockholders elected Class III director Eric Friedman to serve until the 2028 Annual Meeting, with 20,662,516 votes for, 183,398 withheld and 1,805,574 broker non-votes. They approved, on a non-binding basis, holding the advisory vote on executive compensation every three years, with 20,395,034 votes supporting a three-year frequency.
Stockholders also gave non-binding approval to the executive compensation for the named executive officers, with 20,788,236 votes for, 56,978 against and 700 abstentions, plus 1,805,574 broker non-votes. In addition, they ratified the appointment of CBIZ CPAs P.C. as independent auditors for the fiscal year ending June 30, 2026, with 22,536,930 votes for, 113,420 against and 1,138 abstentions.
Integrated Biopharma, Inc. furnished an earnings press release for the quarter ended September 30, 2025. The release is attached as Exhibit 99.1 and provides the company’s quarterly financial results.
The information was furnished under Item 2.02 and, along with Exhibit 99.1, is not deemed filed for purposes of Section 18 of the Exchange Act. The filing also lists the exhibit index and confirms the materials are provided via Inline XBRL.