Monitor the shareholder vote on the 2025 Equity Incentive Plan, as approval would add up to 7.5 million new shares (approximately 24% dilution based on current outstanding). The company's shift to a net loss position in fiscal 2026 warrants attention in the next quarterly filing.
Price Chart
Executive Summary
Integrated BioPharma's 2026 proxy statement schedules the annual meeting for November 30, 2026, with proposals to elect three Class II directors (all incumbents), ratify the 2025 Equity Incentive Plan authorizing up to 7.5 million new shares, and ratify CBIZ CPAs P.C. as independent auditor. The filing is routine governance with no contested items, shareholder proposals, or material financial disclosures beyond a net loss of $2.8 million for fiscal 2026 versus net income of $0.8 million in fiscal 2025.
Key Facts
- Annual meeting set for November 30, 2026; record date October 15, 2026 with 31,059,610 shares outstanding.
- Proposal 1: Elect Class II directors William Milmoe, Christina Kay, and Robert Canarick (all incumbents) for three-year terms.
- Proposal 2: Ratify the 2025 Equity Incentive Plan, authorizing up to 7,500,000 new shares plus shares from prior plans; 6,773,500 shares remain available under the plan as of June 30, 2026.
- Proposal 3: Ratify appointment of CBIZ CPAs P.C. as independent auditor for fiscal year ending June 30, 2027.
- No shareholder proposals were submitted for the meeting.
- Directors and executive officers as a group beneficially own 67.6% of outstanding shares.
- Net loss for fiscal 2026 was $2,842,000, compared to net income of $808,000 in fiscal 2025.
- Total compensation for Co-CEOs Christina Kay and Riva Sheppard was $350,732 each in fiscal 2026; CFO Dina Masi received $360,744.
- Related party transaction: warehouse lease with Vitamin Realty Associates (controlled by Co-CEOs and their mother) has minimum annual rent of $1.1 million through January 2029.
- No employment, severance, or change-of-control agreements exist with named executive officers.
Financial Impact
Net loss of $2.8 million in fiscal 2026 versus net income of $0.8 million in fiscal 2025; no material financial impact from proxy proposals themselves.
Risk Factors
- Potential dilution of up to 24% if the 2025 Equity Incentive Plan is fully utilized.
- Company reported a net loss of $2.8 million in fiscal 2026 after net income of $0.8 million in fiscal 2025, indicating deteriorating profitability.
- No formal clawback policy adopted; insider trading policy does not address hedging transactions.
- Only two of six directors are deemed independent under Nasdaq standards.
- Compensation committee lacks a formal charter.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001437749-26-033764 |
| Document: 0001437749-26-033764-index-headers.html | 0001437749-26-033764 |
| Document: 0001437749-26-033764-index.html | 0001437749-26-033764 |
| Document: 0001437749-26-033764.txt | 0001437749-26-033764 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 28, 2026 1d ago | DEF 14A | $0.1650 | awaiting T+20 | awaiting T+20 | $0.1700 (+3.03%) |
Sep 25, 2026 4w ago | 8-K | $0.1700 $0.1800 | ▼ −5.88% | ▼ −5.91% | $0.1700 (−0.00%) |
Aug 20, 2026 10w ago | 8-K | $0.1800 $0.1700 | ▼ −5.56% | ▼ −5.56% | $0.1700 (−5.56%) |
Jul 2, 2026 17w ago | 8-K | $0.1800 $0.1600 | ▼ −11.11% | ▼ −10.70% | $0.1700 (−5.56%) |
May 8, 2026 24w ago | 8-K | $0.2500 $0.1800 | ▲ +28.00% | ▲ +27.70% | $0.1700 (+32.00%) |
Apr 15, 2026 28w ago | 8-K | $0.2800 $0.2500 | ▼ −10.71% | ▼ −16.76% | $0.1700 (−39.29%) |
US Market Status
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