false
0000312257
0000312257
2025-09-11
2025-09-11
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 11, 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 Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2025, Innovative
Food Holdings, Inc., a Florida corporation, through its subsidiary Innovative Food Properties LLC, a Delaware limited liability company
(“Innovative Properties”), entered into an Agreement of Purchase and Sale, dated July 28, 2025 (the “Original
Agreement”), with Mountaintop Holdings, LLC, a New York limited liability company (“Mountaintop Holdings,”
together with Innovative Properties, the “Parties”). Pursuant to the Original 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 $9,725,000, payable in three tranches.
On
September 11, 2025, the Parties entered into First Amendment to Agreement of Purchase and Sale (the “First Amendment”)
to extend the inspection period, which expires on September 11, 2025 under the Original Agreement, to expire on September 29, 2025, in
exchange for an additional earnest money deposit in the amount of $100,000 to be made by Mountaintop Holdings.
The
foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the First 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.
| Exhibit |
|
Description |
| 10.1 |
|
First Amendment to Agreement of Purchase and Sale, dated September 11, 2025, by and between Innovative Food Properties LLC and Mountaintop Holdings, LLC |
| 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 16, 2025 |
By: |
/s/
Robert W. (Bill) Bennett |
| |
|
Robert W. (Bill) Bennett |
| |
|
Chief Executive Officer |
