Innovative Food (IVFH) extends $9,825,000 property deal inspection date

Rhea-AI Filing Summary

Innovative Food Holdings, Inc. reports a second amendment to its previously disclosed property sale agreement involving its subsidiary Innovative Food Properties LLC and Mountaintop Holdings, LLC. The real estate and related assets are being sold for a total purchase price of $9,825,000, payable in three tranches. Under the new amendment dated September 29, 2025, the buyer’s inspection period is extended from September 29, 2025 to October 6, 2025 in exchange for an additional $50,000 earnest money deposit from Mountaintop Holdings.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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.

(d) 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)

1

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

2

FAQ

What agreement did Innovative Food Holdings (IVFH) update in this 8-K?

The company updated an Agreement of Purchase and Sale, originally dated July 28, 2025 and previously amended on September 11, 2025, covering the sale of certain real property and related assets by its subsidiary Innovative Food Properties LLC to Mountaintop Holdings, LLC.

What is the total purchase price mentioned for the Innovative Food (IVFH) property sale?

The Agreement of Purchase and Sale provides for a total purchase price of $9,825,000, payable in three tranches, for the real property, improvements, and certain personal property, contracts and intangibles.

What change did the Second Amendment make to the Innovative Food (IVFH) property deal timeline?

The Second Amendment, dated September 29, 2025, extends the inspection period under the Purchase Agreement from September 29, 2025 to October 6, 2025.

What additional payment is required from Mountaintop Holdings in the updated IVFH agreement?

In exchange for extending the inspection period to October 6, 2025, Mountaintop Holdings must make an additional earnest money deposit of $50,000.

Who are the parties to the Innovative Food (IVFH) Second Amendment?

The Second Amendment is between Innovative Food Properties LLC, a subsidiary of Innovative Food Holdings, Inc., and Mountaintop Holdings, LLC.

Where can investors find the full text of the Innovative Food (IVFH) Second Amendment?

The complete Second Amendment to the Agreement of Purchase and Sale is filed as Exhibit 10.1 to this report and is incorporated by reference.