8-K 1 inbp20190528_8k.htm FORM 8-K inbp20190528_8k.htm

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):

 

May 22, 2019

 

__________

 

INTEGRATED BIOPHARMA, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

DELAWARE

(STATE OR OTHER JURISDICTION OF INCORPORATION)

 

               

   001-31668

 22-2407475

(COMMISSION FILE NUMBER)

(I.R.S. EMPLOYER IDENTIFICATION NO.)

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

None

None

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 22, 2019, the Board of Directors (the “Board”) of Integrated Biopharma, Inc. (the “Company”) approved the recommendation of the Compensation Committee of the Board to grant certain executive officers of the Company options to purchase shares of common stock of the Company, under the Integrated Health Technologies, Inc. 2001 Stock Option Plan. Ms. Christina Kay and Mrs. Riva Sheppard, Co-Chief Executive Officers, and Mr. E. Gerald Kay, President and Chairman of the Board, were each granted 250,000 options, and Ms. Dina Masi, Senior Vice President, Chief Financial Officer and Secretary of the Company, was granted 150,000 options. Under each grant, fifty percent of the options vest immediately and the remaining options will vest in three equal installments on the anniversary of the grant date. 

 

On May 22, 2019, the Board also approved the recommendation of the Compensation Committee to increase the base salary of each of Ms. Kay and Mrs. Sheppard, by $32,000, for an annual salary base of $200,000 each.  The salary increases were made in connection with the recent promotion of Ms. Kay and Mrs. Sheppard to Co-Chief Executive Officers of the Company.

 

 

 

 

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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.

 

 

  INTEGRATED BIOPHARMA, INC.

   

Date: May 29, 2019

By:     /s/ Christina Kay                      

 

           Christina Kay

 

           Co-Chief Executive Officer

 

                                   

 

 

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