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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 14, 2026
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 September 14, 2026, Innovative
Food Holdings, Inc., a Florida corporation (the “Company”) entered into an amended and restated employment agreement (the
“Liarakos Amendment”) with Argie Liarakos, pursuant to which the parties agreed to amend the employment agreement, dated January
6, 2026 (the “Liarakos Agreement”) with Mr. Liarakos, pursuant to which the parties agreed to replace the performance-based
equity grant of 150,000 shares of common stock (the “Liarakos Grant”) under the Liarakos Agreement with a time-based Liarakos
Grant vesting subject to the terms and conditions of the Liarakos Amendment, with acceleration of unvested shares upon occurrence of either
(a) change of control, (b) termination of the employment by the Company without cause, or (c) resignation by Mr. Liarakos for good reason.
In connection with the Liarakos
Amendment, the Company and Mr. Liarakos entered into a restricted common stock award agreement governing the terms and conditions of the
Liarakos Grant.
On September 14, 2026, the Company
entered into an amended and restated employment agreement (the “Schubert Amendment”) with Gary Schubert, pursuant to which
the parties agreed to amend the employment agreement, dated October 3, 2025 (the “Schubert Agreement”) with Mr. Schubert,
pursuant to which the parties agreed to replace the performance-based equity grant of 1,350,000 shares of common stock (the “Schubert
Grant) under the Schubert Agreement with a time-based Schubert Grant vesting subject to the terms and conditions of the Schubert Amendment,
with acceleration of unvested shares upon occurrence of either (a) change of control, (b) termination of the employment by the Company
without cause, or (c) resignation by Mr. Schubert for good reason.
In connection with the Schubert
Amendment, the Company and Mr. Schubert entered into a restricted common stock award agreement governing the terms and conditions of the
Schubert Grant.
On September 14, 2026, the Company
entered into an employment agreement (the “Saterbo Agreement,” together with the Schubert Amendment and Liarakos Amendment
as the “Employment Agreements”) with Erik Saterbo, pursuant to which Mr. Saterbo shall be appointed as the Chief Financial
Officer of the Company, effective immediately.
Mr. Saterbo, age 41, has over
10 years of financial compliance experience. From March 2024 to July 2026 he served as the chief financial officer of Foot Solutions Holdings
Corp. He served as the Chief Financial Officer of Triangle Renovations, LLC from March 2023 to February 2024. Mr. Saterbo served as the
managing member at SES Fund, LLC between April 2020 and December 2022. From June 2017 to March 2020, Mr. Saterbo served as Director of
Financial Reporting at Asbury Automotive Group (NYSE: ABG). Mr. Saterbo has a bachelors degree and masters in Accounting from Georgia
Southern University and is a is a licensed Certified Public Accountant in the State of Georgia.
Pursuant to the Saterbo Agreement,
Mr. Saterbo is entitled to (i) an annual base salary of $225,000, payable at least monthly and subject to annual review and potential
increases by the Chief Executive Officer of the Company, the Board of Directors (the “Board”) or its compensation committee,
(ii) an annual incentive of 12% of the base salary, payable in cash by March 15 of the year following the performance year, and (iii)
a time-based equity grant of 150,000 shares of common stock (the “Saterbo Grant”) vesting based on the terms and conditions
of the Saterbo Agreement, with acceleration of unvested shares upon occurrence of either (a) change of control, (b) termination of the
employment by the Company without cause, or (c) resignation by Mr. Saterbo for good reason.
Mr. Saterbo’s employment
with the Company shall terminate upon the first of the following: (i) September 14, 2029 (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. Saterbo; (iv) the written notice by the Company to Mr. Saterbo of a termination
for cause; (v) the not less than 30-day prior written notice by the Company to Mr. Saterbo of an involuntary termination without cause;
(vi) the written notice by Mr. Saterbo to the Company of a resignation for good reason; and (vii) the not less than 30-day prior written
notice by Mr. Saterbo to the Company of a resignation without good reason.
In connection with the Saterbo
Agreement, the Company and Mr. Saterbo entered into a restricted common stock award agreement governing the terms and conditions of the
Saterbo Grant.
There are no arrangements or understandings
between the Company and Mr. Saterbo pursuant to which Mr. Saterbo was appointed and there is no family relationship between or among any
director or executive officer of the Company or Mr. Saterbo. There are no transactions to which the Company is or was a participant and
in which Mr. Saterbo has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
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 is incorporated by reference in this Item 5.02.
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: September 18, 2026 |
By: |
/s/ Gary Schubert |
| |
|
Gary Schubert |
| |
|
Chief Executive Officer |
