[8-K] INNOVATIVE FOOD HOLDINGS INC Reports Material Event

Rhea-AI Filing Summary

Innovative Food Holdings (IVFH) amended its property sale agreement. The company, through its subsidiary Innovative Food Properties LLC, and Mountaintop Holdings entered a Third Amendment that reduces the total purchase price from $9,825,000 to $9,225,000 for the sale of certain real property and related assets.

The amendment acknowledges the inspection period has expired and sets the closing date at 60 days following the date of the Third Amendment, with up to two extensions available by written notice and additional extension deposits. As a condition to effectiveness, Mountaintop Holdings will deposit an additional $150,000 of earnest money.

Insights

Transaction & Real Estate Analyst

Price cut to $9,225,000, closing timeline set, added $150,000 deposit.

The amendment lowers consideration on the planned real estate and related assets sale from $9,825,000 to $9,225,000. It also formalizes deal mechanics: the inspection period is complete and the closing is set for 60 days after the amendment date, with options for two extensions via additional deposits.

Economically, this points to slightly lower gross proceeds for the seller while preserving deal continuity through firm timelines and added earnest money of $150,000. Actual cash received will depend on closing and any extensions exercised by the buyer.

Key items to watch include any subsequent notices of extension and confirmation of closing terms in future company disclosures.

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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): November 13, 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 Reports on Form 8-K filed with the Securities and Exchange Commission on August 1, 2025, September 16, 2025 and October 3, 2025, Innovative Food Holdings, Inc., a Florida corporation (the “Company”), through its subsidiary, Innovative Food Properties LLC, a Delaware limited liability company (“Innovative Properties”), entered into an Agreement of Purchase and Sale, dated as of July 28, 2025 and amended on September 11, 2025 and September 29, 2025 (the “Purchase Agreement”), with Mountaintop Holdings, LLC, a New York limited liability company (“Mountaintop Holdings,” together with Innovative Properties, the “Parties”). Pursuant to the Purchase 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 $9,825,000, payable in three tranches.

On November 13, 2025, the Parties entered into the Third Amendment to Agreement of Purchase and Sale (the “Third Amendment”) to (i) reduce the total purchase price from $9,825,000 to $9,225,000, (ii) acknowledge the expiration of the inspection period, and (iii) specify that the closing date shall be 60 days following the date of the Third Amendment, with options for Mountaintop Holdings to extend such date up to two times by written notices and payments of additional extension deposits. As a condition to the effectiveness of the Third Amendment, Mountaintop Holdings has agreed to deposit additional earnest money in the amount of $150,000.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third 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.

(d) Exhibits.

Exhibit		Description
10.1		Third Amendment to Agreement of Purchase and Sale, dated September 29, 2025, by and between Innovative Food Properties LLC and Mountaintop Holdings, LLC
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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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: November 14, 2025	By:	/s/ Gary Schubert
		Gary Schubert
		Chief Executive Officer

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FAQ

What did IVFH change in the property sale agreement?

The total purchase price was reduced from $9,825,000 to $9,225,000, the inspection period was acknowledged as expired, and a closing timeline was set.

What is the new purchase price for IVFH’s asset sale?

The amended total purchase price is $9,225,000.

When is the closing expected for IVFH’s sale?

The closing is set for 60 days following the date of the Third Amendment, with up to two extensions available by written notice and additional deposits.

Does the buyer provide additional earnest money under the amendment?

Yes. As a condition to effectiveness, the buyer will deposit an additional $150,000 in earnest money.

Who are the parties to IVFH’s transaction?

The parties are Innovative Food Properties LLC (a subsidiary of IVFH) and Mountaintop Holdings, LLC.

What assets are being sold by IVFH’s subsidiary?

Certain real property with improvements and related personal property, contracts, and intangibles.