INTEGRATED BIOPHARMA INC
For the period ended Jun 30, 2024. Filed Sep 20, 2024.
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FY2024 · Filed Sep 20, 2024
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Item 15. Exhibits and Financial Statement Schedules
| (a) | Exhibits and Index |
| (1) | A list of the financial statements filed as part of this Annual Report on Form 10-K is set forth in the index to consolidated financial statements on Page 30 and is incorporated herein by reference. |
(2) An index of exhibits incorporated by reference or filed with this Annual Report on Form 10-K is provided below.
| Number | Description |
| 3.1 | Certificate of Incorporation of Integrated BioPharma, Inc., as amended (7) |
| 3.2 | Certificate of Amendment to the Restated Certificate of Incorporation of Integrated BioPharma, Inc. (7) |
| 3.3 | By-Laws of Registrant (5) |
| 4.1 | Certificate of Designation of Series and Determination of Rights and Preferences of Series A Convertible Preferred Stock of Integrated BioPharma, Inc. dated June 25, 2003 (1) |
| 4.2 | Certificate of Designation of Series C and Determination of Rights and Preferences of Series C Convertible Preferred Stock of Integrated BioPharma, Inc. dated February 21, 2008 (6) |
| 10.1 | Lease Agreement between the Company and Vitamin Realty Associates, dated January 10, 1997 (2) |
| 10.1.1 | Second Amendment of Lease, dated as of January 5, 2012, between Vitamin Realty Associates, L.L.C. and InB:Manhattan Drug Company, Inc. (9) |
| 10.1.2 | Third Amendment of Lease, dated as of July 15, 2022, between Vitamin Realty Associates, L.L.C. and Manhattan Drug Company, Inc. (14) |
| 10.2 | Lease Agreement, dated as of January 5, 2012, between Vitamin Realty Associates, L.L.C. and AgroLabs, Inc. (9) |
| 10.2.1 | Amendment of Lease Agreement, dated as of May 19, 2014, between Vitamin Realty Associates, L.L.C. and AgroLabs, Inc. (11) |
| 10.2.2 | Termination of Lease Agreement, dated as of July 15, 2022, between Vitamin Realty Associates, L.L.C. and AgroLabs, Inc. (14) |
| 10.3 | Integrated Health Technologies, Inc. 2001 Stock Option Plan, as amended (8) |
| 10.4 | Separation and Distribution Agreement dated November 14, 2007, with our subsidiary INB:Biotechnologies (4) |
| 10.5 | Revolving Credit, Term Loan and Security Agreement, dated as of June 27, 2012, by and among Integrated BioPharma, Inc., InB:Manhattan Drug Company, Inc., Agrolabs, Inc., IHT Health Products, Inc., IHT Properties Corp. and Vitamin Factory, Inc. and PNC Bank, National Association. (10) |
| 10.5.1 | First Amendment to Revolving Credit, Term Loan and Security Agreement dated as of February 19, 2016 by and among Integrated BioPharma, Inc., InB: Manhattan Drug Company, Inc., AgroLabs, Inc., IHT Health Products, Inc., IHT Properties Corp. and Vitamin Factory, Inc. and PNC Bank, National Association. (12) |
| 10.5.2 | Second Amendment to Revolving Credit, Term Loan and Security Agreement dated as of May 15, 2019 by and among Integrated BioPharma, Inc., InB: Manhattan Drug Company, Inc., AgroLabs, Inc., IHT Health Products, Inc., IHT Properties Corp. and Vitamin Factory, Inc. and PNC Bank, National Association. (13) |
| 10.5.3 | Fourth Amendment to Revolving Credit, Term Loan and Security Agreement dated as of March 16, 2023 by and among Integrated BioPharma, Inc., Manhattan Drug Company, Inc. (successor-by-merger to InB:Manhattan Drug Company, Inc.), Agrolabs, Inc., IHT Health Products, Inc. IHT Properties, Inc. and Vitamin Factory, Inc. and PNC Bank, National Association. (15) |
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| 10.5.4 | Fifth Amendment to Revolving Credit, Term Loan and Security Agreement dated as of May 9, 2024 by and among Integrated BioPharma, Inc., Manhattan Drug Company, Inc. (successor-by-merger to InB:Manhattan Drug Company, Inc.), Agrolabs, Inc., IHT Health Products, Inc. IHT Properties, Inc. and Vitamin Factory, Inc. and PNC Bank, National Association. (17) |
| 10.6 | Term Note, dated as of June 27, 2012, by and among Integrated BioPharma, Inc., InB:Manhattan Drug Company, Inc., Agrolabs, Inc., IHT Health Products, Inc., IHT Properties Corp. and Vitamin Factory, Inc. and PNC Bank, National Association, in the original principal amount of $3,727,000. (10) |
| 10.6.1 | Amended and Restated Term Note dated as of February 19, 2016 by and among Integrated BioPharma, Inc., InB: Manhattan Drug Company, Inc., AgroLabs, Inc., IHT Health Products, Inc., IHT Properties Corp. and Vitamin Factory, Inc. and PNC Bank, National Association in the original principal amount of $3,422,160.00. (12) |
| 10.6.2 | Second Amended and Restated Term Note dated as of May 15, 2019 by and among Integrated BioPharma, Inc., InB: Manhattan Drug Company, Inc., AgroLabs, Inc., IHT Health Products, Inc., IHT Properties, Inc. and Vitamin Factory, Inc. and PNC Bank, National Association in the original principal amount of $ $3,585,175. (13) |
| 10.7 | Revolving Credit Note, dated as of June 27, 2012, by and among Integrated BioPharma, Inc., InB:Manhattan Drug Company, Inc., Agrolabs, Inc., IHT Health Products, Inc., IHT Properties Corp. and Vitamin Factory, Inc. and PNC Bank, National Association, in the original principal amount of $8,000,000. (10) |
| 10.7.1 | First Amendment to Revolving Credit, Term Loan and Security Agreement dated as of February 19, 2016 by and among Integrated BioPharma, Inc., InB: Manhattan Drug Company, Inc., AgroLabs, Inc., IHT Health Products, Inc., IHT Properties Corp. and Vitamin Factory, Inc. and PNC Bank, National Association. (12) |
| 10.7.2 | Second Amendment to Revolving Credit, Term Loan and Security Agreement dated as of May 15, 2019 by and among Integrated BioPharma, Inc., InB: Manhattan Drug Company, Inc., AgroLabs, Inc., IHT Health Products, Inc., IHT Properties Corp. and Vitamin Factory, Inc. and PNC Bank, National Association. (13) |
| 10.8 | Stock Pledge Agreement, dated as of June 27, 2012, between Integrated BioPharma, Inc. and PNC Bank, National Association. (10) |
| 10.9 | Mortgage and Security Agreement, dated as of June 27, 2012, by IHT Properties Corp. in favor of PNC Bank, National Association. (10) |
| 10.10 | Environmental Indemnity Agreement, dated as of June 27, 2012, by and among Integrated BioPharma, Inc., InB:Manhattan Drug Company, Inc., Agrolabs, Inc., IHT Health Products, Inc., IHT Properties Corp. and Vitamin Factory, Inc. and PNC Bank, National Association (10) |
| 10.11 | Lease Agreement between Elizabeth Industrial Park, LLC c/o Palin Enterprises, and MDC Warehousing and Distribution, Inc. dated November 22, 2022. (16) |
| 14 | Code of Business Ethics (3) |
| 21 | Subsidiaries of the Registrant (18) |
| 23.1 | Consent of Independent Registered Public Accounting Firm (18) |
| 31.1 | Certification of Periodic Report by Chief Executive Officer Pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18) |
| 31.2 | Certification of Periodic Report by Chief Financial Officer Pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18) |
| 32.1 | Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18) |
| 32.2 | Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18) |
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| 101 | The following financial information from Integrated BioPharma, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, formatted in XBRL (extensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended June 30, 2024 and 2023, (ii) Consolidated Balance Sheets as of June 30, 2024 and 2023, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended June 30, 2024 and 2023 , (iv) Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2024 and 2023, and (v) the Notes to Consolidated Statements. (17) |
| 104 | Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101) |
| (1) | Incorporated herein by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 2003, filed with the SEC on September 29, 2003. |
| (2) | Incorporated herein by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 1997, filed with the SEC on September 29, 1997. |
| (3) | Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2022. |
| (4) | Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on November 19, 2007. |
| (5) | Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on February 14, 2008. |
| (6) | Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on February 22, 2008. |
| (7) | Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on May 12, 2008 and to the Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 2003 filed with the SEC on September 29, 2003. |
| (8) | Incorporated herein by reference to the Company's Definitive Proxy Statement on Form DEF 14A, as revised, filed with the SEC on October 28, 2009. |
| (9) | Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 21, 2012. |
| (10) | Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on June 29, 2012. |
| (11) | Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014, filed with the SEC on September 8, 2014. |
| (12) | Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015 filed with the SEC on February 19, 2016. |
| (13) | Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the SEC on May 15, 2019. |
| (14) | Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC on September 13, 2022. |
| (15) | Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 filed with the SEC on February 10, 2023. |
| (16) | Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the SEC on May 11, 2023. |
| (17) | Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 10, 2024. |
| (18) | Filed herewith. |
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