Form 8-K INTEGRATED BIOPHARMA For: Nov 28

false 0001016504 0001016504 2022-11-28 2022-11-28

 

 

WASHINGTON, D.C. 20549

 

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

 

 

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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

(STATE OR OTHER JURISDICTION OF INCORPORATION)

 

 

 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

 

(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):

 

 

 

 

 

 

 

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

 

 

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.  ☐

     

 

 

 

 

 

 

 

On November 28, 2022, Integrated BioPharma, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 29,949,610 shares of the Company's common stock, par value $0.002 per share, were entitled to vote as of the close of business on October 14, 2022, the record date for the Annual Meeting. The holders of 23,458,877 shares of common stock, representing a quorum, were present in person or represented by proxy at the Annual Meeting, at which the stockholders were asked to vote on two proposals. The proposals are described in detail in the Company’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to stockholders on or about October 27, 2022 (the "Definitive Proxy Statement").  At the Annual Meeting, Eric Friedman was elected as Class III director to serve until the 2025 Annual Meeting of Stockholders (subject to his respective earlier removal, death or resignation) and until his successor is elected and qualified. The Company’s stockholders also ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023.

 

Proposal No. 1 –To elect one Class III director for a three-year term to serve until the 2025 Annual Meeting of Stockholders

 

The Company’s stockholders voted for the election of one Class III director, Eric Friedman, to serve until the 2025 Annual Meeting of Stockholders (subject to his respective earlier removal, death or resignation) and until his successor is elected and qualified.  The final voting results were as follows:

 

 

Proposal No. 2 – To ratify the appointment of the Company’s independent auditors for the fiscal year ending June 30, 2023

 

The Company’s stockholders voted in favor of ratifying the appointment of Marcum LLP as the Company’s independent auditors for the fiscal year ending June 30, 2023. The final voting results were as follows:

 

 

There were no other matters voted upon at the Annual Meeting.

 

(d) Exhibits.

 

The following exhibit relating to Item 5.07 shall be deemed to be furnished, and not filed:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.