v3.26.3
Note 12 - Equity Transactions and Stock-based Compensation
 12 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Equity [Text Block]

Note 12. Equity Transactions and Stock-Based Compensation

 

Stock Option Plans. In December 2025, the Board of Directors adopted the Integrated BioPharma, Inc. Equity Incentive Plan (the “2025 Plan”) which authorized the grants of options or restricted shares to employees, officers, directors and consultants which provides for the issuance of 7,500,000 underlying shares of the Company’s Common Stock at the discretion of the Board of Directors. Prior to the adoption of the Plan, the Company had adopted the 2001 Stock Option Plan, as amended (the “2001 Plan”) and the 1997 Stock Option Plan (the “1997 Plan”) that provided for the issuance of up to 13,000,000 and 5,000,000 shares of common stock, respectively. Stock option grants may not be priced less than the fair market value of the Company’s common stock at the date of grant. Options granted are generally for ten-year periods, except that incentive stock options granted to a 10% stockholder (as defined) are limited to five-year terms. As of June 30, 2026, the Company has 6,773,500 shares of common stock remaining under the 2025 Plan. The 1997 Plan and 2001 Plan were terminated with the adoption of the 2025 Plan with no future options to be issued under either plan.

 

In the fiscal year ended June 30, 2026, the Board of Directors authorized the issuance of 534,000 stock options to Company officers and employees and 200,000 stock options to the Company’s non-executive directors. The Company issued 526,500 stock options with an exercise price of $0.31 and $0.35, vesting over three years, to the officers and employees, 200,000 shares to the non-executive directors (50,000 each) with an exercise price of $0.19 and $0.20, vesting over one year, 25% at the end of each quarter ending September 30, 2026, December 31, 2026, March 31, 2027 and June 30, 2027, each grant with expiration terms of ten years from the date of grant.

 

For the fiscal years ended June 30, 2026 and 2025, the Company incurred stock-based compensation expense of $192 and $185, respectively. The Company expects to record additional stock-based compensation of $239 over the remaining estimated vesting period of approximately two and a half years.

 

 

The Company used the following assumptions to calculate the fair value of the stock option grants using the Black-Scholes option pricing model on the measurement date during the year ended June 30, 2026:

 

Risk Free Interest Rate

  3.94% to 4.41%

Volatility

  96.9% to 108.5%

Term

  7.5 to 10.0 years 

Dividend Rate

  0.00%

Closing Price of Common Stock

 $$0.18 to $0.32 

 

The Company calculates expected volatility for a stock-based grant based on historic daily stock price observations of its common stock during the period immediately preceding the grant that is equal in length to the expected term of the grant. The expected term of the options is estimated based on the Company’s historical exercise rate and forfeiture rates are estimated based on employment termination experience. The risk free interest rate is based on U.S. Treasury yields for securities in effect at the time of grants with terms approximating the term of the grants. The assumptions used in the Black-Scholes option valuation model are highly subjective, and can materially affect the resulting valuations.

 

In the fiscal year ended June 30, 2025, the Board of Directors authorized the issuance of 890,000 stock options to Company officers, employees and directors with exercise prices ranging from $0.18 to $0.34, vesting over one or three years, with terms of ten years.

 

In the fiscal years ended June 30, 2026 and 2025, stock options in the aggregate amount of 5,113,350 and 2,445,850 were not included in the computation of weighted average diluted common shares outstanding as the effect of doing so would have been anti-dilutive.

 

The intrinsic value of options outstanding and exercisable as of June 30, 2026 and 2025 was $0 and $227, respectively.

 

A summary of the Company’s stock option activity, and related information for the years ended June 30, follows:

 

      

Weighted

 
      

Average

 
      

Exercise

 
  

Options

  

Price

 
         

Outstanding as of July 1, 2024

  4,749,183  $0.34 

Granted

  890,000   0.29 

Exercised

  (960,000)  0.09 

Terminated

  (11,833)  0.24 

Expired

  (186,000)  0.39 

Outstanding as of June 30, 2025

  4,481,350   0.34 

Granted

  726,500   0.29 

Exercised

  -   - 

Terminated

  (52,666)  0.30 

Expired

  (41,834)  0.54 

Outstanding as of June 30, 2026

  5,113,350  $0.38 
         

Exercisable at June 30, 2025

  3,277,517  $0.42 

Exercisable at June 30, 2026

  3,899,350  $0.40 

 

 

 

 

INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

 

The following table summarizes the range of exercise prices and weighted-average exercise prices for stock options outstanding and exercisable as of June 30, 2026 under the Company’s stock option plans:

 

                   
                 Weighted 
         

Weighted

 Weighted Average   

Average

 

 

    

Average

 Remaining   

Exercise

 

Range of Exercise Price

 

Outstanding

 

Exercise Price

 Contractual Life (years)

Exercisable

 

Price

 
                   
$0.18-$0.20  400,000 $0.19 9.1 200,000 $0.19 
$0.21-$0.21  1,152,000  0.21 2.9 1,152,000  0.21 
$0.23-$0.23  100,000  0.23 0.4 100,000  0.23 
$0.24-$0.26  552,500  0.25 7.4 368,333  0.25 
$0.30-$0.33  400,000  0.32 8.0 400,000  0.32 
$0.31-$0.35  981,500  0.33 8.6 151,667  0.33 
$0.41-$0.41  386,500  0.41 6.4 386,500  0.41 
$0.51-$0.51  200,000  0.51 6.0 200,000  0.51 
$0.65-$0.65  538,000  0.65 4.4 538,000  0.65 
$0.95-$0.95  402,850  0.95 5.4 402,350  0.95 
$0.18-$0.95  5,113,350 $0.38 5.8 3,899,350 $0.40