What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-04-15 compared with 2020-05-14 · 72 added, 42 removed, 298 unchanged (28% of the section changed)

17 unchanged sentences

Management of the Company believes that this deficiency is primarily due to the smaller size of the company’s accounting staff in relation to certain continued system integrations related to the 2018 acquisitions of certain assets of igourmet LLC and Mouth Foods, Inc.

To address this matter, we expect to retain additional qualified personnel and accounting and systems consultants to continue to remediate this control deficiency in the future.

To address this matter, we recently named a new Chief Financial Officer and also expect to retain additional qualified personnel and accounting and systems consultants to continue to remediate this control deficiency in the future.

Inherent Limitations over Internal Controls

16 unchanged sentences

Mark Schmulen

Chief Financial Officer

Klepfish has been a director since December 1, 2005.

46 unchanged sentences

Prior to that from 1989 to 1993 he was the owner and operator J.J.’s food and spirit, a 110 seat restaurant .

Richard Tang , CFO

Richard Tang has been CFO at IVFH since December 29, 2020.

Tang, has more than 25 years of experience in senior leadership roles, working in media, e-commerce, CPG and food-based sectors, most recently as CFO for Van Leeuwen Ice Cream LLC, a nationwide manufacturer of ultra-premium dairy and vegan ice cream distributed and sold through 2,000 supermarket and independent chain doors nationwide and multi-state brick and mortar locations.

Prior thereto, from 2017 to 2019, Mr.

Tang was CFO at Nutraceutical Wellness, Inc., a global subscription-based CPG e-commerce and business-to-business wellness vitamin and supplements consumer business.

Prior thereto, from 2012-2016, Tang was Senior Vice President, Corporate Development at Fareportal, the third largest Online Travel Agency in North America.

Tang has also held senior financial roles at The Condé Nast Publications, Time Warner, and Walt Disney Corporation.

Tang holds a Master of Business Administration from Boston University Graduate School of Management and a Bachelor of Science from Boston College.

David Polinsky, Director

42 unchanged sentences

in Management from Stanford’s Graduate School of Business.

John McDonald

McDonald, age 58, has been our principal accounting officer since November 2007;

from November 2007 through October 2017, he was also our Chief Information Officer.

From 2004 through 2007, Mr.

McDonald worked as a consultant with Softrim Corporation of Estero, Florida where he created custom applications for a variety of different industries and assisted in building interfaces to accounting applications.

Since 1999 he has also been President of McDonald Consulting Group, Inc.

which provide consulting on accounts receivable, systems and accounting services.

Qualification of Directors

21 unchanged sentences

Section 16(a) Beneficial Ownership Reporting Compliance

During 2019, Mr.

Polinsky filed late a Form 3 and three Forms 4.

Klepfish, Wiernasz, Gold and Cohn did not file one Form 4.

During 2020, Messrs.

Gold, Klepfish, Wiernasz and Cohn did not file a Form 4 in connection with the receipt of shares and Messrs.

Pappas, Schmulen and Tang did not file a Form 4 in connection with the receipt of options and Mr.

Tang did not file a Form 3.

None of the unfiled Forms 4 related to the public sale of securities.

6 unchanged sentences

Director of Strategic Acquisitions

Chief Financial Officer

Principal Accounting Officer (e)

John McDonald,

Principal Accounting Officer

(a) Consists of cash payments for health care benefits.

(b) Consists of the portion of restricted stock awards which were recognized as a period cost during the year for services as an executive officer.

Principal Accounting Officer (f)

(a) Consists of the portion of restricted stock awards which were recognized as a period cost during the year for services as an executive officer.

(b) Consists of cash payments for health care benefits.

(d) Consists of a restricted stock award of 46,000 shares of common stock.

Tang’s employment with the Company was effective December 29, 2020.

Vila assumed the rule of Principal Accounting Officer effective November 12, 2020.

McDonald’s employment with the Company ended effective November 18, 2020.

Outstanding Equity Awards at Fiscal Year-End as of December 31, 2020

19 unchanged sentences

David Polinsky

(a) Represents the amount charged to operations during the year ended December 31, 2019 for 90,000 shares of the Company’s common stock with a fair value of $45,000 and 55,545 shares of the Company’s common stock with a fair value of $18,515 vesting over a three-year period.

Mark Schmulen

(a) Represents the amount charged to operations during the year ended December 31, 2020 for 90,000 shares of the Company’s common stock with a fair value of $45,000;

55,545 shares of the Company’s common stock with a fair value of $18,515 vesting over a three-year period;

and 64,240 shares of the Company’s common stock with a fair value of $30,000 vesting over a three-year period.

(b) Represents the amount charged to operations during the year ended December 31,2020 for the following:

3 unchanged sentences

(c) Represents the amount charged to operations during the year ended December 31, 2020 for three-year options to purchase 50,000 shares of the Company’s common stock at a price of $1.20 per share, vesting over one year.

(d) Represents the amount charged to operations during the year ended December 31, 2020 for two-year options to purchase 50,000 shares of the Company’s common stock at a price of $1.20 per share, vesting over one year.

Employment Agreements

3 unchanged sentences

Effective March 29, 2017, we entered into an employment agreement with Mr.

The new agreement, which runs through December 31, 2019, maintained the current base salary and provides for all bonuses and salary increases to be approved by the compensation committee.

As of January 28, 2019, upon approval by the Company’s compensation committee comprised solely of independent directors, we entered into an employment agreement with Mr.

Sam Klepfish, our CEO, having an effective date of January 28, 2019 and terminating three years thereafter with up to two two-year extension periods.

Sam Klepfish, our CEO.

This agreement, which ran through December 31, 2019, maintained the then-current base salary and provided for all bonuses and salary increases to be approved by the compensation committee.

As of January 28, 2019, upon approval by the Company’s compensation committee comprised solely of independent directors, we entered into a new employment agreement with Mr.

Sam Klepfish having an effective date of January 28, 2019 and terminating three years thereafter with up to two two-year extension periods.

The first two year extension period was exercised in 2021.

The agreement provides a base salary in the amount of $300,000 with annual increases of at least $25,000 and annual stock compensation of 50% of the base salary.

3 unchanged sentences

Effective March 29, 2017, we entered into an employment agreement with Mr.

The new agreement, which runs through December 31, 2019, maintained the current base salary and provides for all bonuses and salary increases to be approved by the compensation committee.

As of January 28, 2019, upon approval by the Company’s compensation committee, we entered into an employment agreement with Mr.

Justin Wiernasz, our Director of Strategic Acquisitions, having an effective date of January 28, 2019 and terminating three years thereafter with up to two extension periods;

Wiernasz, our Director of Strategic Acquisitions.

This agreement, which ran through December 31, 2019, maintained the current base salary and provided for all bonuses and salary increases to be approved by the compensation committee.

As of January 28, 2019, upon approval by the Company’s compensation committee, we entered into a new employment agreement with Mr.

Justin Wiernasz, having an effective date of January 28, 2019 and terminating three years thereafter with up to two extension periods;

one for two years and one for one year.

3 unchanged sentences

The agreement also contains change of control, confidentiality, non-compete and non-solicitation provisions.

Effective December 29, 2020, we entered into a letter agreement with Mr.

Richard Tang to become our CFO.

The agreement provides a base salary in the amount of $200,000 for 2021 and base compensation for 2022 to target an increase of 20%-25% with a targeted 15-20% bonus structure based on milestones to be determined by the Company’s Board of Directors in its sole discretion.

For 2021, Mr.

Tang will have the opportunity to earn a performance stock bonus of $40,000 and a cash bonus of $25,000 based upon satisfying certain specified milestones and an additional bonus equal to up to 10% of combined base salary and bonus based upon criteria to be determined by the Company’s Board of Directors.

The agreement also provided for a one-time stock option grant in the amount of 100,000 shares (half of which is exercisable $0.60 and half at $1.00), which vests in two years.

Similar to our other employees, Mr.

Tang’s employment is at-will and he is subject to the Company’s rules, regulations and policies, including specifically and without limitation, confidentiality and provisions.

Compensation Committee Interlocks and Insider Participation

1 unchanged sentence

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information as of May 11, 2020, with respect to the beneficial ownership of our common stock by (1) each person known by us to own beneficially more than 5% of the outstanding shares of our common stock, (2) each of our directors, (3) each Named Officer, and (4) all our directors and executive officers as a group.

The following table sets forth certain information as of April 15, 2021, with respect to the beneficial ownership of our common stock by (1) each person known by us to own beneficially more than 5% of the outstanding shares of our common stock, (2) each of our directors, (3) each Named Officer, and (4) all our directors and executive officers as a group.

Unless otherwise stated, each person listed below uses the Company’s address.

6 unchanged sentences

Justin Wiernasz (Officer, Director)

Richard Tang (Officer)

Hank Cohn (Director)

7 unchanged sentences

Jurrens, 73114 Investments, LLC, Youth Properties, LLC, and Paratus Capital, LLC

JCP Investment Management, LLC

Insight Wealth Management

All officers and directors as a whole (7 persons)

Includes options to purchase 225,000 shares of common stock exercisable at July 5, 2020.

Includes options to purchase 312,500 shares of common stock exercisable at June 15, 2021.

Also includes 16,250 shares of common stock owned by Mr.

Klepfish's spouse, ownership of which is disclaimed by Mr.

Includes options to purchase 225,000 shares of common stock exercisable at July 5, 2020.

Includes options to purchase 312,500 shares of common stock exercisable at June 15, 2021.

Also includes 18,400 shares of common stock held by Mr.

Gold’s spouse.

Includes options to purchase 225,000 shares of common stock exercisable at July 5, 2020.

Consists of 4,254,928 shares held by JCP Investment Partnership, LP and 78,700 shares in an account managed by an affiliated entity.

Pursuant to a Schedule 13D/A file on March 25, 2020 with the Securities and Exchange Commission, Mr.

Denver Smith is part of a group which reports beneficially owning an aggregate of 2,700,120 shares, although Mr.

Denver Smith only has sole voting and dispositive power over 765,637 of such shares.

Smith’s address is 52 Carlson Drive, Milford, CT 06460.

Consists of 4,254,928 shares of common stock held, directly and indirectly, by JCP Investment Management, LLC and 78,700 shares in an account managed by an affiliated entity, both of which entities are ultimately controlled by James C.

Pappas who has sole voting and dispositive power.

The address of JCP Investment Management, LLC is 1177 West Loop South, suite 1320, Houston, TX 77027.

Includes options to purchase 312,500 shares of common stock exercisable at June 15, 2021.

Includes options to purchase 12,500 shares of common stock exercisable at June 15, 2021.

Includes options to purchase 50,000 shares of common stock exercisable at June 15, 2021.

Includes 4,561,443 shares held by JCP Investment Partnership, LP and 113,492 shares held by JCP Investment Management, LLC.

This information gathered from a Schedule 13D/A filed with the Securities and Exchange Commission on September 17, 2020.

Also includes options to purchase 50,000 shares of common stock exercisable at June 15, 2021.

The address of JCP Investment Partnership, LP and JCP Investment Management, LLC is 1177 West Loop South, suite 1320, Houston, TX 77027.

Information gathered from a Schedule 13D/A filed with the Securities and Exchange Commission on February 27, 2019.

Pursuant to a Schedule 13D/A filed on January 11, 2021 with the Securities and Exchange Commission, Mr.

Denver Smith is part of a group which reports beneficially owning an aggregate of 2,774,620, although Mr.

Denver Smith only has sole voting and dispositive power over 765,637 of such shares.

Smith’s address is 350 S Race Street, Denver, Colorado 80209.

Pursuant to a Schedule 13G filed on February 8, 2021 with the Securities Exchange Commission, the address of The Address of Insight Wealth Management is 1175 Peachtree St NE Suite 350, Atlanta, GA 30361.

Amount consists of 1,233,273 shares with sole voting and dispositive power, and 1,679,748 shares with shared dispositive power.

The issuer retains sole voting power for 1,679,748 shares.

Consists of 11,144,093 shares of common stock held by officers and directors.

Also includes options to purchase 900,000 shares of common stock exercisable at July 5, 2020.

Also includes options to purchase 1,412,500 shares of common stock exercisable at June 15, 2021.

Certain Relationships and Related Transactions, and Director Independence

57 unchanged sentences

Chief Executive Officer and Director

April 15, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

1 unchanged sentence

CEO and Director

April 15, 2021

(Chief Executive Officer)

/s/ John McDonald

/s/ Norma Vila

April 15, 2021

(Principal Accounting Officer)

John McDonald

(Principal Financial Officer)

/s/ Joel Gold

/s/ Hank Cohn

April 15, 2021

/s/ Justin Wiernasz

April 15, 2021

Justin Wiernasz

/s/David Polinsky

April 15, 2021

David Polinsky

/s/ Mark Schmulen

Mark Schmulen

April 15, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures