INTEGRATED BIOPHARMA INC
For the period ended Jun 30, 2026. Filed Sep 25, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Sep 25, 2026
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What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2025-06-30; filed 2025-09-23.
0001437749-25-029711
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2026-06-30; filed 2026-09-25.
0001437749-26-031241
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 47 previous paragraphs and 54 current paragraphs.
39 unchanged; 6 reworded; 9 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
We have seen a negative impact in our margins due to inflation, tariffs and to a lesser extent, tightened labor markets as we strive to increase prices to our customers as our operating costs increase.
Current report
We must continually maintain, protect, and upgrade our information-technology systems, including protecting against internal and external cyber-security threats, data breaches and emerging AI-driven attacks. Any such breach or system failure could result in significant business disruption, reputational harm and regulatory exposure.
Current report
Information Technology (“IT”) enables us to operate efficiently, manage and support customer-facing digital interactions, maintain financial accuracy and safeguard proprietary data. If we fail to allocate and manage sufficient resources to build and maintain proper technology infrastructure, we could be exposed to transaction errors, process inefficiencies, data breaches, business interruptions, an inability to process or fulfill customer. Cybersecurity threats, whether from hackers, criminal groups or nation-state actors, continue to evolve and may include malicious software, phishing, social engineering, cyber extortion or unauthorized access to networks and data, including malicious or negligent actions by employees or other insiders. The emergence of AI has further increased the speed, sophistication and frequency of these threats. Any such incident could lead to business disruptions, system outages, loss of customer or confidential information, data alteration or destruction, reputational harm and regulatory or legal exposure.
Current report
We rely extensively on enterprise resource planning systems and other IT systems to support key business processes, including financial reporting, accounting, inventory management, supply chain operations and other operational activities. The effective operation of these systems depends on their integrity, availability and ability to integrate with other internal and third-party systems. Any failure, disruption, degradation or security incident affecting our enterprise resource planning systems, including those arising from system defects, human error, power outages, cyber incidents, unsuccessful upgrades or implementations or reliance on third-party vendors, could impair our ability to operate efficiently, process transactions accurately or produce timely and reliable financial information. Such events could result in operational disruptions, control deficiencies, remediation costs or delays in reporting and could materially adversely affect our business, financial condition, results of operations and cash flows.
Current report
We also rely on numerous third parties, including suppliers, distributors, co-packers, cloud providers and other business partners, for critical technology and operational functions. Our reliance on cloud service providers such as Microsoft Azure and other third-party platforms exposes us to risks from service interruptions, outages or security failures outside of our control. Prolonged downtime or performance issues
Current report
-10- with these providers could impair our ability to process transactions, manage operations or access essential data. Because we do not control the cybersecurity or data protection practices of these third parties, breaches or outages affecting their systems could also compromise our data or disrupt our operations. Because we do not control the operations, governance, or compliance practices of these third parties, our reliance on them may increase our exposure to cybersecurity incidents, business interruptions, and regulatory or legal risk. Although we maintain procedures, training and insurance coverage designed to reduce these risks, no system is completely secure or immune to interruption. Coordination with third-party providers in responding to an incident may delay containment or mitigation efforts, increasing potential losses.
Current report
Climate change and natural disasters may affect our business.
Current report
There is concern that a gradual increase in global average temperatures due to increased carbon dioxide and other greenhouse gases in the atmosphere could cause significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Changing weather patterns could result in decreased agricultural productivity in certain regions, or outbreaks of diseases or other health issues, which may limit availability or increase the cost of certain ingredients used in our manufactured products and could impact the food security of communities around the world. Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain or impact demand for our customers products.
Current report
Natural disasters and extreme weather conditions, such as hurricanes, wildfires, earthquakes or floods and outbreaks of diseases or other health issues may disrupt our operations and supply chain. Additionally, increased demand for electricity, including from the expansion of data centers supporting AI and other technologies, may contribute to higher power and utility costs, which could increase our operating expenses and adversely affect our results of operations. In addition, public expectations for reductions in greenhouse gas emissions could negatively impact our energy, transportation and raw material costs and may require us to make additional investments in facilities and equipment. Changes in applicable laws, regulations, standards or practices related to greenhouse gas emissions, packaging and water scarcity and reporting requirements with respect thereto, as well as initiatives by advocacy groups in favor of certain climate change-related laws, regulations, standards or practices, may result in increased compliance costs, capital expenditures and other financial obligations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Removed paragraphs (2)
Previous report
While we haven’t, to date, seen a significant negative impact in our margins resulting from the geo-political events, we are experiencing a slight negative impact on our margins due to inflation, including tariffs, delays in shipments and tightened labor markets.
Previous report
We could be the target of a cybersecurity breach which could have an adverse effect on us.
Reworded paragraphs (6)
Previous wording
A significant portion of our revenues are concentrated among six customers, Life Extension and Herbalife (customers in our Contract Manufacturing Segment) and Trusted Influencers Inc. (Hotpack Global, Inc. in 2024), Thermosource Tooling and Manufacturing, Life Technologies, Inc. and Eastern Drayage (customers of our Other Business Lines Segment). In the fiscal years ended June 30, 2025 and 2024, approximately 84% and 90% of our consolidated net sales, respectively, were derived from the two major customers in our Contract Manufacturing Segment. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.
Current wording
A significant portion of our revenues are concentrated among three customers, Life Extension and Herbalife (customers in our Contract Manufacturing Segment) and Life Tech (a customer of our Other Business Lines Segment). In the fiscal years ended June 30, 2026 and 2025, approximately 90% and 84% of our consolidated net sales, respectively, were derived from the two major customers in our Contract Manufacturing Segment. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.
Previous wording
Supply chain disruptions resulting from geo-political events could have an impact on our financial results and ability to timely ship products to our customers.
Current wording
Supply chain disruptions resulting from geopolitical events could have an impact on our financial results and ability to timely ship products to our customers.
Previous wording
These issues first arose as result of the COVID-19 pandemic and other geo-political events. Transportation, in general, continues to be an issue in the delay of receiving raw materials and our ability to meet promised delivery dates to our customers in the Contract Manufacturing Segment.
Current wording
These issues first arose as result of the COVID-19 pandemic and continued with other geopolitical events. Transportation, in general, continues to be an issue in the delay of receiving raw materials and the rising cost of fuel and our ability to meet promised delivery dates to our customers in the Contract Manufacturing Segment as well as passing on these rising costs.
Previous wording
We presently are dependent upon the executive abilities of our Co-Chief Executive Officers, Christina Kay and Riva Sheppard, our Chief Financial Officer, Dina L. Masi and the Vice President of Operations for Manhattan Drug Company, Inc., Mireille Antinozzi. Our business and operations to date chiefly have been implemented under the direction of these individuals, who presently are, and in the future will be, responsible for the implementation of our anticipated plans and programs. The loss or unavailability of the services of one or more of our principal executives would have an adverse effect on us. We may encounter difficulty in our ability to recruit and ultimately hire any replacement or additional executive officers having similar background, experience and qualifications as those of our current executive officers.
Current wording
We presently are dependent upon the executive abilities of our Co-Chief Executive Officers, Christina Kay and Riva Sheppard, and our Chief Financial Officer, Dina L. Masi. Our business and operations to date chiefly have been implemented under the direction of these individuals, who presently are, and in the future will be, responsible for the implementation of our anticipated plans and programs. The loss or unavailability of the services of one or more of our principal executives would have an adverse effect on us. We may encounter difficulty in our ability to recruit and ultimately hire any replacement or additional executive officers having similar background, experience and qualifications as those of our current executive officers.
Previous wording
Collectively, our Executive Officers, Directors and two other significant stockholders, beneficially own approximately 82% of our outstanding shares of common stock as of September 23, 2025. If these stockholders act together, they would be able to exert significant control over our management and affairs since significant corporate transactions require stockholder approval. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock. This concentration of ownership may not be in the best interests of all our stockholders.
Current wording
Collectively, our Executive Officers, Directors and one other significant stockholder, beneficially own approximately 72% of our outstanding shares of common stock as of September 25, 2026. If these stockholders act together, they would be able to exert significant control over our management and affairs since significant corporate transactions require stockholder approval. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock. This concentration of ownership may not be in the best interests of all our stockholders.
Previous wording
Furthermore, in March 2024, the U.S. Securities and Exchange Commission (the “SEC”) announced rules that, among other matters, establish a framework for reporting climate-related risks. As a result of these additional reporting obligations, which we will have to comply with starting with our disclosures for the year ending June 30, 2027, we could face increased costs. Separately, the SEC has also announced that it is scrutinizing existing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege our existing climate disclosures are misleading or deficient.
Current wording
Furthermore, in March 2024, the SEC announced rules that, among other matters, establish a framework for reporting climate-related risks. As a result of these additional reporting obligations, which we will have to comply with starting with our disclosures for the year ending June 30, 2027, we could face increased costs. Separately, the SEC has also announced that it is scrutinizing existing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege our existing climate disclosures are misleading or deficient.