false
0000312257
0000312257
2025-09-17
2025-09-17
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): September 17, 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
4.01 Changes in Registrant’s Certifying Accountant.
As
previously disclosed in the Current Report on Form 8-K filed by Innovative Food Holdings, Inc., a Florida corporation (the “Company”),
with the Securities and Exchange Commission (the “SEC”) on May 2, 2025, on April 28, 2025, in conjunction with its exit from
providing audit services to publicly traded companies, Assurance Dimensions, LLC (“Assurance Dimensions”) resigned from its
role as the independent registered public accounting firm for the Company.
Earlier
in 2025, Assurance Dimensions sold its PCAOB-registered audit practice to Stephano Slack LLC (“Stephano Slack”). Following
this sale, on April 28, 2025, the Company engaged Stephano Slack as its successor audit firm to review the Company’s quarterly
reports on Form 10-Q for the quarterly periods ending March 31, 2025 and June 30, 2025 (the “Interim Periods”). In connection
with the change in audit firms, the Company initiated a request for proposal (“RFP”) process to evaluate various registered
public accounting firms for its ongoing audit needs.
Following the completion of the RFP process, the Company dismissed Stephano Slack as its independent registered public accounting firm
effective as of September 17, 2025. During the Interim Periods and through September 17, 2025, (i) there were no disagreements within
the meaning of Item 304(a)(1)(iv) of Regulation S-K, between the Company and Stephano Slack on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Stephano Slack’s
satisfaction, would have caused Stephano Slack to make reference to the subject matter of any such disagreement in connection with its
reviews, and (ii) there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Stephano Slack with a copy of the above disclosures and requested that Stephano Slack furnish a letter addressed to
the SEC stating whether it agrees with the statements made herein. A copy of Stephano Slack’s letter dated September 22, 2025,
is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.
On September 22, 2025, the Company engaged CBIZ CPAs P.C. (“CBIZ”) as its new independent registered public accounting firm.
The engagement of CBIZ was approved by the Audit Committee of the Company’s Board of Directors. During the Company’s fiscal
years ended December 31, 2024 and December 31, 2023 and the subsequent period through September 22, 2025, neither the Company nor anyone
on its behalf has consulted with CBIZ regarding (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report
nor oral advice was provided to the Company that CBIZ concluded was an important factor considered by the Company in reaching a decision
as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning
of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
| Exhibit |
|
Description |
| 16.1 |
|
Letter from Stephano Slack LLC, dated September 22, 2025 |
| 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: September 23, 2025 |
By: |
/s/
Robert W. (Bill) Bennett |
| |
|
Robert W. (Bill) Bennett |
| |
|
Chief Executive Officer |
