false
0000312257
0000312257
2025-12-31
2025-12-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): December 31, 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.
On January 6, 2026, Innovative
Food Holdings, Inc., a Florida corporation (the “Company”), entered into an employment agreement (the “Liarakos Agreement”)
with Argie Liarakos, pursuant to which Mr. Liarakos shall be appointed as the Executive Vice President of Commercial Operations and Execution
of the Company, effective on or about January 6, 2025.
Mr. Liarakos, age 62, served
as President of AMP Foodservice Solutions, a company providing strategic advisory and operational support services to food manufacturers
and distributors, focused on sales execution, pricing optimization, and sustainable growth within the foodservice industry, from February
2025 to November 2025. From January 2024 to February 2025, Mr. Liarakos served as the President at Food Innovations, Gourmet Foodservice
Group, Artisan Specialty Foods. Prior to that, Mr. Liarakos served as President at Artisan Specialty Foods, Inc., a subsidiary of the
Company, from September 2013 to February 2025. From 2012 to 2013, Mr. Liarakos served as the LCC Business Developer at Sysco Corporation,
a global leader in selling, marketing and distributing food products to restaurants, healthcare and educational facilities, lodging establishments
and other customers who prepare meals away from home. Mr. Liarakos received his degree in Business Administration and Management from
Morton College.
Pursuant to the Liarakos Agreement,
Mr. Liarakos is entitled to (i) an annual base salary of $260,000, payable at least monthly and subject to annual review and potential
increases by the Chief Executive Officer of the Company and Board of Directors (the “Board”) compensation committee, (ii)
an annual incentive of 15% of the base salary, contingent on performance and continued employment, payable in cash by March 15 of the
year following the performance year, (iii) a bonus of $100,000 in cash or stock and $60,000 in stock for his first year of employment
with the Company, and (iv) a performance-based equity grant of 150,000 shares of common stock under the Company’s 2011 Stock Option
Plan, as amended, vesting in three installments based on financial performance goals and continued employment, with acceleration of unvested
shares upon a change of control.
Mr. Liarakos’s employment
with the Company shall terminate upon the first of the following: (i) December 31, 2028 (the “Expiration Date”), unless extended
by mutual written agreement of the parties prior to the Expiration Date; (ii) death; (iii) the termination due to disability upon not
less than 30-day prior written notice by the Company to Mr. Liarakos; (iv) the written notice by the Company to Mr. Liarakos of a termination
for cause; (v) the not less than 30-day prior written notice by the Company to Mr. Liarakos of an involuntary termination without cause;
(vi) the written notice by Mr. Liarakos to the Company of a resignation for good reason; and (vii) the not less than 30-day prior written
notice by Mr. Liarakos to the Company of a resignation without good reason.
There are no arrangements
or understandings between the Company and Mr. Liarakos pursuant to which Mr. Liarakos was appointed and there is no family relationship
between or among any director or executive officer of the Company or Mr. Liarakos. There are no transactions, to which the Company is
or was a participant and in which Mr. Liarakos has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
The foregoing descriptions
of the Liarakos Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Liarakos
Agreement, which is filed as Exhibits 10.1 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 Items 1.01 and 8.01 is incorporated by reference in this Item 5.02.
Item 8.01 Other Events.
As of December 31, 2025, the employment agreement of Brady Smallwood, dated April 14, 2023, expired by its own terms. As a result, effective
as of such date, Mr. Smallwood ceased to serve as the Company’s Chief Operating Officer. The Company is evaluating its operational
needs and expects to reallocate the responsibilities previously held by Mr. Smallwood among members of the Company’s management
team while it considers potential next steps.
Mr. Smallwood continues to
serve as a member of the Board.
Item 9.01 Financial Statements and Exhibits.
| Exhibit |
|
Description |
| 10.1 |
|
Employment Agreement, dated
January 6, 2026, by and between the Company and Argie Liarakos |
| 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: January 7, 2026 |
By: |
/s/ Gary Schubert |
| |
|
Gary Schubert |
| |
|
Chief Executive Officer |
