Form SCHEDULE 13D/A INTEGRATED BIOPHARMA Filed by: DESANTIS CARL
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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INTEGRATED BIOPHARMA INC (Name of Issuer) |
Common Stock, Par value $.002 (Title of Class of Securities) |
(CUSIP Number) |
William Milmoe 109 SE 5th Avenue, Second Floor Delray Beach, FL, 33483 561-278-1169 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/15/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
DESANTIS CARL | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CD Financial, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CDS Group Holdings, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, Par value $.002 |
| (b) | Name of Issuer:
INTEGRATED BIOPHARMA INC |
| (c) | Address of Issuer's Principal Executive Offices:
225 LONG AVENUE, BUILDING 15, HILLSIDE,
NEW JERSEY
, 07205. |
| Item 2. | Identity and Background |
| (a) | This amendment No. 4 (this "Amendment") relates to the shares of common stock, par value $0.002 per share (the "Common Stock") of Integrated BioPharma, Inc., a Delaware corporation (the "Issuer"). This Amendment amends only the information previously reported with respect to Carl DeSantis, CD Financial, LLC, and CDS Group Holdings, L.L.C. (the "Reporting Persons") in the Statement of Beneficial Ownership on Schedule 13D, originally filed by Trade Investment Services, LLC, EVJ, LLC, EGK, LLC, CDS International Holdings, Inc., Robert B. Kay, E. Gerald Kay and Carl DeSantis with the Securities and Exchange Commission (the "Commission") on March 28, 2003, as amended by Amendment 1, filed with the Commission on July 22, 2003, Amendment No. 2, filed with the Commission on December 20, 2006, and Amendment No. 3, filed with the Commission on August 12, 2008.
This Amendment is being filed to report that as of April 15, 2026, the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding shares of the Issuer and have exited Section 13 reporting status.
The Issuer's principal executive offices are located at 225 Long Avenue, Hillside, New Jersey 07205.
The Names of the Reporting Persons are:
i. CD Financial, LLC, a Florida limited liability company ("CD")
ii. CDS Group Holdings, L.L.C., a Florida limited liability company ("CDS")
iii. Carl DeSantis, a deceased individual ("DeSantis", and, together with CD and CDS, the "Group")
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| (b) | i. CD: 109 SE 5th Avenue Second Floor, Delray Beach, FL 33483
ii. CDS: 109 SE 5th Avenue Second Floor, Delray Beach, FL 33483
iii. DeSantis: C/O, Estate Representative, 109 SE 5th Avenue, Second Floor, Delray Beach, FL 33483
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| (c) | i. CD: N/A
ii. CDS: N/A
iii. DeSantis - deceased. The prior occupation of the Reporting Person was Chairman of CDS International Holdings, Inc.
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| (d) | During the last five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | i. CD: Florida
ii. CDS: Florida
iii. DeSantis - deceased. United States
|
| Item 3. | Source and Amount of Funds or Other Consideration |
Not applicable. This Amendment reports the cessation of beneficial ownership of the Reporting Persons due to the death of DeSantis and the transfer described in Item 4. | |
| Item 4. | Purpose of Transaction |
As a result of the death of DeSantis on August 10, 2023, all of the Group's shares of Common Stock of the Issuer were transferred to CDDS 2.0, LLC, a Florida limited liability Company, wholly owned by DeSantis's beneficiary, Damon DeSantis, on March 24, 2026, March 30, 2026 and April 15, 2026 (the "Transfer").
Following the final Transfer of shares of Common Stock, the Group ceased to be the beneficial owner of any shares of Common Stock of the Issuer. The Group, including the estate of DeSantis, has no present plans or proposals which relate to or would result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Group beneficially owns 0 shares of Common Stock, representing 0.0% of the class of shares of Common Stock subject hereof. |
| (b) | The Group has no sole or shared voting or dispositive power with respect to the shares of Common Stock. |
| (c) | Except for the transactions described in Item 4, the Group has not effected any transaction in the shares of Common Stock subject hereof during the sixty (60) days prior to the date of this Amendment. |
| (d) | Immediately following the Transfer, CDDS 2.0, LLC owned more than five percent of the shares of Common Stock of the Issuer. CDDS 2.0, LLC is a Florida limited liability company controlled by Damon DeSantis. As a result, CDDS 2.0, LLC directly, and Damon DeSantis indirectly, beneficially own more than five percent of the shares of Common Stock of the Issuer. |
| (e) | The Group ceased to be a beneficial owner of the shares of Common Stock subject hereof on April 15, 2026. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder?s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Joint Filing Agreement, as required by Rule 13d-1 (k) under the Securities Exchange Act of 1934, as amended.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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