ITEM 1.01. Entry into a Material Definitive Agreement

Effective October 15, 2009, GeoPharma, Inc. (the "Company") consummated its previously reported Second Amended and Restated Note Purchase Agreement (the "Second Restated Whitebox Agreement") with Whitebox Pharmaceutical Growth Fund, Ltd. ("Whitebox"), pursuant to which the Company has issued two Second Amended and Restated 12% Secured Convertible Promissory Notes, one in the principal amount of $5,000,000 and one in the principal amount of $10,000,000 to Whitebox (collectively, the "Second Restated Notes"). Except for the addition of accreted principal in connection with the interest payments due in July and October 2009 (as described below), the total principal amount due to Whitebox immediately after the closing is the same as the principal amount due to Whitebox immediately prior to the closing. The Second Restated Notes replace and supersede all prior promissory notes issued to Whitebox, and the Second Restated Whitebox Agreement replaces and supersedes all prior note purchase agreements with Whitebox.

Among other things, the Second Restated Whitebox Agreement and Second Restated Notes amend the prior Whitebox agreements and notes as follows:

• The Second Restated Notes require that the Company:

• make monthly principal payments of $100,000, collectively, in cash, commencing on January 1, 2010 (and the first day of each month thereafter) until the Second Restated Notes are repaid; and

• repay $2,500,000 of principal, collectively (the "Partial Balloon Payment"), in cash, on prior to July 1, 2012, provided that the Partial Balloon Payment will be reduced as a result of any Debt to Equity Exchanges (as defined below), any principal converted into equity and any prepayments of principal;

• While the interest rate remains unchanged at 12%, the Second Restated Notes provide that the interest payments due in July and October of 2009 (for an aggregate total of $900,000) have accreted to principal (with $300,000 added to the principal of the $5,000,000 Second Restated Note and $600,000 added to the principal of the $10,000,000 Second Restated Note), and, commencing January 1, 2010, one-third of the interest will be payable in cash and the remaining two-thirds will be payable, at the option of Whitebox, by accreting such amount to principal or through the payment of shares of common stock based on 95% of the trading price of the stock at such time;

• The Second Restated Notes reduce the conversion price of the notes (i.e., the price at which the notes can be converted into the Company's common stock) from $4.36 per share to $0.75 per share with respect to the $5,000,000 Second Restated Note and to $1.50 per share with respect to the $10,000,000 Second Restated Note;

• The Second Restated Notes provide that all remaining outstanding principal is due in cash on October 31, 2013;

• The Second Restated Whitebox Agreement eliminates the "Current Asset Test" imposed by the prior agreement;

• The Second Restated Whitebox Agreement allows the Company to attempt to arrange a working capital loan secured by the Company's receivables and inventory, and further provides that if the Company is able to do so, Whitebox will subordinate its existing liens and security interests on the Company's receivables and inventory on a dollar-for-dollar

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basis up to $2,000,000, provided that the working capital lender and Whitebox can mutually agree upon the terms of a subordination agreement (note: while the Company is attempting to arrange for such a working capital loan, there can be no assurances it will be able to do so);

• The Second Restated Whitebox Agreement further provides that for every $1,000,000 of Second Restated Notes that are paid off by the Company or otherwise converted into equity by Whitebox, the Company will be permitted to incur an additional $500,000 under the forgoing working capital loan;

• The Second Restated Whitebox Agreement allows Whitebox to exchange up to $250,000 of principal of the Second Restated Notes per month into shares of the Company's common stock based on the closing price of the common stock at such time (the "Debt to Equity Exchange"), and provides that any amounts so exchanged will reduce the amount of the Partial Balloon Payment due by the Company to Whitebox on July 1, 2012 on a dollar-for-dollar basis;

• The Second Restated Whitebox Agreement allows the Company to use $1,000,000 of the sales proceeds received from the sale of its real . . .