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4//SEC Filing

INTEGRATED BIOPHARMA INC 4

Accession 0001140361-12-032458

$INBPCIK 0001016504operating
View on SEC.govCompany Profile

Filed

Jul 4, 8:00 PM ET

Accepted

Jul 5, 7:25 PM ET

Size

44.1 KB

Accession

0001140361-12-032458

Insider Transaction Report

Form 4
Period: 2008-05-21
INTEGRATED BIOPHARMA INCINBP.OB
CD Financial, LLC
10% Owner
Transactions
  • Other

    Common Stock

    2012-02-21+50,000→ 4,406,293 total
  • Purchase

    Series C Convertible Preferred Stock; stated value $1000

    2008-06-30+108→ 3,108 total
    Exercise: $2.00From: 2008-06-30Exp: 2013-02-01→ Common Stock, par value $0.002 (43,124 underlying)
  • Other

    Common Stock

    2011-05-21+50,000→ 4,256,293 total
  • Other

    Common Stock

    2009-05-21+50,000→ 3,856,293 total
  • Other

    Common Stock

    2010-02-21+50,000→ 4,006,293 total
  • Other

    Common Stock

    2010-11-21+50,000→ 4,156,293 total
  • Other

    Common Stock

    2011-08-21+50,000→ 4,306,293 total
  • Other

    Common Stock

    2008-05-21+50,000→ 3,145,910 total
  • Other

    Common Stock

    2008-08-21+50,000→ 2,846,729 total
  • Other

    Common Stock

    2009-11-21+50,000→ 3,956,293 total
  • Other

    Common Stock

    2010-05-21+50,000→ 4,056,293 total
  • Other

    Common Stock

    2010-08-21+50,000→ 4,106,293 total
  • Other

    Common Stock

    2009-02-21+50,000→ 3,806,293 total
  • Other

    Common Stock

    2009-08-21+50,000→ 3,906,293 total
  • Other

    Common Stock

    2011-02-21+50,000→ 4,206,293 total
  • Other

    Common Stock

    2012-05-21+50,000→ 4,456,293 total
  • Conversion

    Series C Convertible Preferred Stock; stated value $1000

    2008-07-29−3,133.04→ 3,133.4 total
    Exercise: $2.00From: 2008-06-30Exp: 2013-02-01→ Common Stock, par value $0.002 (1,356,293 underlying)
  • Conversion

    Common Stock

    2008-07-29+1,356,293→ 2,990,934 total
  • Other

    Common Stock

    2008-11-21+50,000→ 3,756,293 total
  • Other

    Common Stock

    2011-11-21+50,000→ 4,356,293 total
  • Purchase

    6% secured convertible note due 2017

    2012-06-27+1→ 1 total
    Exercise: $0.65From: 2012-06-27Exp: 2017-07-07→ Common Stock, par value $0.002 (8,230,768 underlying)
Footnotes (26)
  • [F1]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").
  • [F10]Common stock issued to the Reporting Person on the fifth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
  • [F11]Common stock issued to the Reporting Person on the sixth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
  • [F12]Common stock issued to the Reporting Person on the seventh 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
  • [F13]Common stock issued to the Reporting Person on the eighth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
  • [F14]Common stock issued to the Reporting Person on the ninth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
  • [F15]Common stock issued to the Reporting Person on the tenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
  • [F16]Common stock issued to the Reporting Person upon the eleventh 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
  • [F17]Common stock issued to the Reporting Person upon the twelfth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
  • [F18]Common stock issued to the Reporting Person upon the thirteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
  • [F19]Common stock issued to the Reporting Person upon the fourteenth 90 day anniversary February 21, 2008, pursuant to the Original SPA.
  • [F2]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).
  • [F20]Common stock issued to the Reporting Person upon the fifteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
  • [F21]Common stock issued to the Reporting Person upon the sixteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
  • [F22]Common stock issued to the Reporting Person upon the seventeenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
  • [F23]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.
  • [F24]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.
  • [F25]The expiration date of the conversion option is the date that the Convertible Promissory Note is repaid in full, whether at maturity or otherwise.
  • [F26]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.
  • [F3]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.
  • [F4]Includes 1,584,641 shares of common stock issuable upon the conversion of the Original Note.
  • [F5]Common stock issued to the Reporting Person on the second 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
  • [F6]Includes 1,390,436 shares of common stock issuable upon the conversion of the Original Note.
  • [F7]Common stock issued to the Reporting Person on the third 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
  • [F8]Includes 2,250,000 shares of common stock issuable upon the conversion of the Original Note.
  • [F9]Common stock issued to the Reporting Person on the fourth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.

Documents

1 file

Issuer

INTEGRATED BIOPHARMA INC

CIK 0001016504

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001016504

Filing Metadata

Form type
4
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 7:25 PM ET
Size
44.1 KB
View on SEC.gov