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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 29, 2025
Innovative Food Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Florida |
|
000-09376 |
|
20-1167761 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
2528 S 27th Ave
Broadview, IL |
|
60155 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (239) 596-0204
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act: None
Item
1.01 Entry into a Material Definitive Agreement.
As
previously disclosed in the Current Reports on Form 8-K filed with the Securities and Exchange Commission on August 1, 2025 and September
16, 2025, Innovative Food Holdings, Inc., a Florida corporation (the “Company”), through its subsidiary, Innovative
Food Properties LLC, a Delaware limited liability company (“Innovative Properties”), entered into an Agreement of
Purchase and Sale, dated as of July 28, 2025 and amended on September 11, 2025 (the “Purchase Agreement”), with Mountaintop
Holdings, LLC, a New York limited liability company (“Mountaintop Holdings,” together with Innovative Properties,
the “Parties”). Pursuant to the Purchase Agreement, Innovative Properties agreed to sell certain real property with
improvements and certain personal property, contracts and intangibles of Innovative Properties to Mountaintop Holdings for a total purchase
price of $9,825,000, payable in three tranches.
On
September 29, 2025, the Parties entered into Second Amendment to Agreement of Purchase and Sale (the “Second Amendment”)
to extend the inspection period, which expires on September 29, 2025, under the Purchase Agreement, to expire on October 6, 2025, in
exchange for an additional earnest money deposit in the amount of $50,000 to be made by Mountaintop Holdings.
The
foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
| Exhibit |
|
Description |
| 10.1 |
|
Second Amendment to Agreement of Purchase and Sale, dated September 29, 2025, by and between Innovative Food Properties LLC and Mountaintop Holdings, LLC |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
INNOVATIVE
FOOD HOLDINGS, INC. |
| |
|
|
| Dated:
October 3, 2025 |
By: |
/s/
James C. Pappas |
| |
|
James
C. Pappas |
| |
|
Chairman |
