FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTEGRATED BIOPHARMA INC [ INBP.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/21/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/21/2008 | 05/21/2008 | J | 50,000 | A | $0(1) | 3,145,910(2) | D | ||
Common Stock | 07/29/2008 | 07/29/2008 | C | 1,356,293 | A | $0(3) | 2,990,934(4) | D | ||
Common Stock | 08/21/2008 | 08/21/2008 | J | 50,000 | A | $0(5) | 2,846,729(6) | D | ||
Common Stock | 11/21/2008 | 11/21/2008 | J | 50,000 | A | $0(7) | 3,756,293(8) | D | ||
Common Stock | 02/21/2009 | 02/21/2009 | J | 50,000 | A | $0(9) | 3,806,293(8) | D | ||
Common Stock | 05/21/2009 | 05/21/2009 | J | 50,000 | A | $0(10) | 3,856,293(8) | D | ||
Common Stock | 08/21/2009 | 08/21/2009 | J | 50,000 | A | $0(11) | 3,906,293(8) | D | ||
Common Stock | 11/21/2009 | 11/21/2009 | J | 50,000 | A | $0(12) | 3,956,293(8) | D | ||
Common Stock | 02/21/2010 | 02/21/2010 | J | 50,000 | A | $0(13) | 4,006,293(8) | D | ||
Common Stock | 05/21/2010 | 05/21/2010 | J | 50,000 | A | $0(14) | 4,056,293(8) | D | ||
Common Stock | 08/21/2010 | 08/21/2010 | J | 50,000 | A | $0(15) | 4,106,293(8) | D | ||
Common Stock | 11/21/2010 | 11/21/2010 | J | 50,000 | A | $0(16) | 4,156,293(8) | D | ||
Common Stock | 02/21/2011 | 02/21/2011 | J | 50,000 | A | $0(17) | 4,206,293(8) | D | ||
Common Stock | 05/21/2011 | 05/21/2011 | J | 50,000 | A | $0(18) | 4,256,293(8) | D | ||
Common Stock | 08/21/2011 | 08/21/2011 | J | 50,000 | A | $0(19) | 4,306,293(8) | D | ||
Common Stock | 11/21/2011 | 11/21/2011 | J | 50,000 | A | $0(20) | 4,356,293(8) | D | ||
Common Stock | 02/21/2012 | 02/21/2012 | J | 50,000 | A | $0(21) | 4,406,293(8) | D | ||
Common Stock | 05/21/2012 | 05/21/2012 | J | 50,000 | A | $0(22) | 4,456,293(8) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series C Convertible Preferred Stock; stated value $1000(1) | $2 | 06/30/2008 | 06/30/2008 | P | 108(23) | 06/30/2008 | 02/01/2013 | Common Stock, par value $0.002 | 43,124 | (23) | 3,108(23) | D | |||
Series C Convertible Preferred Stock; stated value $1000 | $2 | 07/29/2008 | 07/29/2008 | C | 3,133.04 | 06/30/2008 | 02/01/2013 | Common Stock, par value $0.002 | 1,356,293 | (26) | 3,133.4(26) | D | |||
6% secured convertible note due 2017 | $0.65 | 06/27/2012 | P | 1(24) | 06/27/2012 | 07/07/2017(25) | Common Stock, par value $0.002 | 8,230,768 | (24) | 1(24) | D |
Explanation of Responses: |
1. Common stock issued to the Reporting Person on the first 90 day anniversary of February 21, 2008, pursuant to the Securities Purchase Agreement, dated as of February 21, 2008 (the "Original SPA"), by and between the Issuer and the Reporting Person, which was superseded by the Amended and Restated Securities Purchase Agreement, dated as of June 27, 2012, by and between the Issuer and the Reporting Person (the "SPA"). |
2. Includes (i) 1,833,852 shares of common stock issuable upon the conversion of the 9.5% Convertible Senior Secured Note, dated as of February 21, 2008, issued by the Issuer and payable to the order of CD Financial, in the original principal amount of $4,500,000 ("Original Note"), which was superseded by the Amended and Restated Secured Convertible Secured Promissory Note, dated as of June 27, 2012, in the original principal amount of $5,300,000 (the "Convertible Note"), issued by the Issuer to CD Financial pursuant to the SPA and (ii) 1,262,053 shares of common stock issuable upon the conversion of Series C Convertible Preferred Stock, stated value $1,000, issued by the Issuer pursuant to the Original SPA. The conversion price for the Original Note and the Series C Convertible Preferred Stock is equal to the greater of (i) $2.00 and (ii) 90% of the market price of the common stock (as defined in the Original SPA and the Series C Convertible Preferred Stock certificate of designation). |
3. Common stock issued to the Reporting Person upon the conversion of 3,133.04 shares of Series C Convertible Preferred Stock constituting all of the Series C Convertible Preferred Stock owned by the Reporting Person. |
4. Includes 1,584,641 shares of common stock issuable upon the conversion of the Original Note. |
5. Common stock issued to the Reporting Person on the second 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
6. Includes 1,390,436 shares of common stock issuable upon the conversion of the Original Note. |
7. Common stock issued to the Reporting Person on the third 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
8. Includes 2,250,000 shares of common stock issuable upon the conversion of the Original Note. |
9. Common stock issued to the Reporting Person on the fourth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
10. Common stock issued to the Reporting Person on the fifth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
11. Common stock issued to the Reporting Person on the sixth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
12. Common stock issued to the Reporting Person on the seventh 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
13. Common stock issued to the Reporting Person on the eighth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
14. Common stock issued to the Reporting Person on the ninth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
15. Common stock issued to the Reporting Person on the tenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
16. Common stock issued to the Reporting Person upon the eleventh 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
17. Common stock issued to the Reporting Person upon the twelfth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
18. Common stock issued to the Reporting Person upon the thirteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
19. Common stock issued to the Reporting Person upon the fourteenth 90 day anniversary February 21, 2008, pursuant to the Original SPA. |
20. Common stock issued to the Reporting Person upon the fifteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
21. Common stock issued to the Reporting Person upon the sixteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
22. Common stock issued to the Reporting Person upon the seventeenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
23. Shares were acquired as the annual dividend on the Series C Preferred Stock pursuant to the Original SPA. The Reporting Person beneficially owned 3,023,726 shares of common stock of the issuer as of June 30, 2008, which includes (i) 1,732,701 shares of common stock issuable upon the conversion Original Note and (ii) 1,241,026 shares of common stock issuable upon the conversion of Series C Convertible Preferred Stock. |
24. The Convertible Note was issued by the Issuer to the Reporting Person pursuant to SPA. The Reporting Person currently beneficially owns 10,437,062 shares of common stock of the Issuer, which includes 8,230,768 shares of common stock issuable upon the conversion of the Convertible Note. |
25. The expiration date of the conversion option is the date that the Convertible Promissory Note is repaid in full, whether at maturity or otherwise. |
26. Shares were converted into shares of common stock pursuant to the terms of the Series C Convertible Preferred Stock, resulting in $25.04 additional dividends. |
Remarks: |
/s/ William H. Milmoe, as Manager of CD Financial, LLC | 07/05/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |