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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):
October 3, 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.
Gary Schubert
On October 3, 2025, Innovative
Food Holdings, Inc., a Florida corporation (the “Company”), entered into an executive employment agreement (the “Schubert
Agreement”) with Gary Schubert, pursuant to which Mr. Schubert shall resign from his current position of Chief Financial Officer
of the Company and shall be appointed as the Chief Executive Officer of the Company and a member of the Company’s Board of Directors
(the “Board”), effective October 3, 2025.
Pursuant to the Schubert Agreement,
Mr. Schubert is entitled to (i) an annual base salary of $400,000, beginning on January 1, 2026, subject to a 3% annual increase, (ii)
a stock grant of 1,350,000 shares of common stock of the Company, subject to a vesting schedule, by March 31, 2026, and (iii) an annual
cash incentive with a target (attainable upon achievement of certain performance goals) of not less than $137,500 with a cap of the lower
of (a) $400,000 and (b) 8% of the Company’s adjusted free cash flow over the previous calendar year, beginning in calendar year
2026.
Mr. Schubert’s employment
with the Company shall terminate upon the first of the following: (i) December 31, 2028, provided that the Schubert Agreement will be
automatically renewed for successive one-year terms unless the Board gives Mr. Schubert with a 90-day advance written notice of non-renewal;
(ii) death; (iii) the termination due to disability upon not less than 30-day prior written notice by the Company to Mr. Schubert; (iv)
the written notice by the Company to Mr. Schubert of a termination for cause; (v) the written notice by the Company to Mr. Schubert of
an involuntary termination without cause; (vi) the written notice by Mr. Schubert to the Company of a resignation for good reason; and
(vii) the not less than 30-day prior written notice by Mr. Schubert to the Company of a resignation without good reason.
There are no arrangements
or understandings between the Company and Mr. Schubert pursuant to which Schubert was appointed and there is no family relationship between
or among any director or executive officer of the Company or Mr. Schubert. There are no transactions, to which the Company is or was a
participant and in which Mr. Schubert has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Bill Bennett
On October 4, 2025, the Company
entered into a separation agreement and general release (the “Separation Agreement”) with Bill Bennett, pursuant to which
Mr. Benett will resign from his position as the Chief Executive Officer of the Company, effective October 3, 2025.
Pursuant to the Separation
Agreement, the Company shall (i) pay Mr. Benett a severance payment in installments for a total gross amount of $115,500.97 for the period
of October 4, 2025, through and including December 31, 2025, and (ii) reimburse Mr. Bennett for his group health insurance premiums for
the period from November 1, 2025 through September 30, 2026, subject to the terms and conditions of the Separation Agreement.
Mr. Bennett has agreed to
provide consultancy services to the Company as a consultant and independent contractor from January 1, 2025 until March 31, 2025 for $25,000,
which is to be paid in installments.
Mr. Bennett also resigned
as a member of the Board, effective October 3, 2025. Mr. Bennett’s resignation is not the result of any disagreement with the Company,
the Board, or management, or any matter relating to the Company’s operations, policies or practices.
The foregoing descriptions
of the Schubert Agreement and Separation Agreement do not purport to be complete and are qualified in their entirety by reference to the
full text of the Schubert Agreement and Separation Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form
8-K and are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth
in Item 1.01 is incorporated by reference in this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
| Exhibit |
|
Description |
| 10.1 |
|
Executive Employment Agreement, dated October 3, 2025, by and between the Company and Gary Schubert |
| 10.2 |
|
Separation Agreement and General Release, dated October 4, 2025, by and between the Company and Bill Bennett |
| 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 9, 2025 |
By: |
/s/ James C. Pappas |
| |
|
James C. Pappas |
| |
|
Chairman |
