What changed in this filing

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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-04-15 · 114 added, 68 removed, 302 unchanged (38% of the section changed)

29 unchanged sentences

Other Information

Disclosures Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

5 unchanged sentences

Mark Schmulen

Jefferson Gramm

Chief Financial Officer

13 unchanged sentences

Klepfish was an asset manager for several investors in small-cap entities.

Justin Wiernasz, Director of Strategic Acquisitions

Wiernasz has been a director since November 1, 2013.

Effective on May 11, 2018, Mr.

Justin Wiernasz resigned his position of President of Innovative Food Holdings, Inc.

which he held since July 31, 2008 and assumed the position of Director of Strategic Acquisitions.

Prior thereto he was the Executive Vice President of Marketing and Sales and Chief Marketing Officer of our operating subsidiary, Food Innovations, Inc.

since May 2007 and the President of Food Innovations and our Chief Marketing Officer since December 2007.

Prior thereto, he was at USF, our largest customer, for 13 years.

From 2005 to 2007 he was the Vice President of Sales & Marketing, USF, Boston, and prior thereto, from 2003 to 2005 he was a National Sales Trainer at USF, Charleston SC, from 1996 to 2003 he was the District Sales Manager at USF, Western Massachusetts and from 1993 to 1996 he was Territory Manager, USF, Northampton, Easthampton & Amherst, MA.

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

Joel Gold, Director

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Cohn also served as the executive vice president of Galaxy Ventures, LLC a closely-held investment fund concentrating in the areas of bond trading and early stage technology investments, where he acted as portfolio manager for investments.

Justin Wiernasz, Director of Strategic Acquisitions

Wiernasz has been a director since November 1, 2013.

Effective on May 11, 2018, Mr.

Justin Wiernasz resigned his position of President of Innovative Food Holdings, Inc.

which he held since July 31, 2008 and assumed the position of Director of Strategic Acquisitions.

Prior thereto he was the Executive Vice President of Marketing and Sales and Chief Marketing Officer of our operating subsidiary, Food Innovations, Inc.

since May 2007 and the President of Food Innovations and our Chief Marketing Officer since December 2007.

Prior thereto, he was at USF, our largest customer, for 13 years.

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

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in Management from Stanford’s Graduate School of Business.

Jefferson Gramm, Director

Jefferson Gramm has been a director since September 10, 2021.

Gramm is a co-founder, partner and portfolio manager at Bandera Partners LLC, a New York based investment fund founded in 2006.

Prior to founding Bandera in 2006, he served as Managing Director of Arklow Capital, LLC, a hedge fund focused on distressed and value investments.

Gramm has extensive board experience and currently serves as the Chairman of the Board of Tandy Leather Factory, Inc.

and as a director of Rubicon Technology Inc.

Gramm previously served on the Board of Directors of Ambassadors Group Inc., Morgan’s Foods Inc., and Peerless Systems Corp.

He received an M.B.A.

from Columbia University in 2003 and a B.A.

in Philosophy from the University of Chicago in 1996.

Richard Tang , CFO

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

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.

Qualification of Directors

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Pappas’ appointment to the Board, as described in a Current Report on Form 8-K filed on January 30, 2020 (the “January 8-K”), the Company and Mr.

Pappas entered into an Agreement (the “Agreement”) which, among other things, provided that (i) the Company (x) will support the continued directorships of the New Directors (as defined in the Agreement) at the next two annual meetings and (y) after 18 months will appoint another nominee of JCP (as defined in the Agreement”) to the Board and support such nominee at the next annual meeting, provided that such nominee shall be subject to the approval (which shall not be unreasonably withheld) of the Nominating and Corporate Governance Committee of the Board and the Board after exercising their good faith customary due diligence process and fiduciary duties;

Pappas entered into a two year Agreement dated as of January 28, 2020 (the “Agreement”) which, among other things, provided that (i) the Company (x) will support the continued directorships of the New Directors (as defined in the Agreement) at the next two annual meetings and (y) after 18 months will appoint another nominee of JCP (as defined in the Agreement”) to the Board and support such nominee at the next annual meeting, provided that such nominee shall be subject to the approval (which shall not be unreasonably withheld) of the Nominating and Corporate Governance Committee of the Board and the Board after exercising their good faith customary due diligence process and fiduciary duties;

and (ii) JCP and the Company agreed to certain standstill provisions, as more fully described in the Agreement.

6 unchanged sentences

During 2021, 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.

Klepfish and Wiernasz did not file one Form 4 in connection with the receipt of shares.

Executive Compensation

5 unchanged sentences

Director of Strategic Acquisitions

Chief Financial Officer

Chief Financial Officer (d)

Principal Accounting Officer (e)

5 unchanged sentences

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

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

Vila assumed the role of Principal Accounting Officer effective November 12, 2020 through April 15, 2021.

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

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

Outstanding Equity Awards at Fiscal Year-End as of December 31, 2021

20 unchanged sentences

Mark Schmulen

Jefferson Gramm

(a) Represents the amount charged to operations during the year ended December 31, 2021 for 90,000 shares of the Company’s common stock with a fair value of $45,000;

5 unchanged sentences

and (iii) five-year options to purchase 225,000 shares of the Company’s common stock at a price of $1.20 per share, vesting over three years.

(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.

(c) Represents the amount charged to operations during the year ended December 31, 2021 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.

(d) Represents the amount charged to operations during the year ended December 31, 2021 for one-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

33 unchanged sentences

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

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.

The following table sets forth certain information as of March 28, 2022, 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.

Pursuant to SEC rules, includes shares that the person has the right to receive within 60 days from May 11, 2020.

Pursuant to SEC rules, includes shares that the person has the right to receive within 60 days from March 28, 2022.

The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of such shares.

Except as otherwise indicated, the beneficial owner exercises sole voting power and sole investment power with respect to such shares.

All numbers have been adjusted to reflect the 1-for-50 reverse split that was effective June 13, 2012.

Name and Address of Beneficial Owners

1 unchanged sentence

Percent of Class

Sam Klepfish (Officer, Director)

Joel Gold (Director)

Justin Wiernasz (Officer, Director)

Richard Tang (Officer)

Pappas (Director)

Hank Cohn (Director)

Jefferson Gramm (Director)

Joel Gold (Director)

David Polinsky (Director)

Pappas (Director)

Mark Schmulen (Director)

Sam Klepfish (Officer, Director)

Justin Wiernasz (Officer, Director)

Richard Tang (Officer)

Inlight Wealth Management

A group consisting of Denver J.

3 unchanged sentences

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

Insight Wealth Management

All officers and directors as a whole (9 persons)

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 312,500 shares of common stock exercisable at June 15, 2021.

Includes 7,686,443 shares held by JCP Investment Partnership, LP (“JCP Partnership”) and 113,492 shares held in an account managed by JCP Investment Management, LLC (“JCP Management”).

JCP Investment Partners, LP (“JCP Partners”) is the general partner of JCP Partnership and JCP Investment Holdings, LLC (“JCP Holdings”) is the general partner of JCP Partners.

Pappas is the managing member of JCP Management and sole member of JCP Holdings.

Also includes options to purchase 50,000 shares of common stock.

The address of Mr.

Pappas, JCP Partnership and JCP Management, LLC is 1177 West Loop South, Suite 1320, Houston, TX 77027.

Information gathered from a Form 4 filed with the Securities and Exchange Commission on August 30, 2021.

Includes 3,125,000 shares which are held indirectly through SV Asset Management LLC.

Includes options to purchase 450,000 shares of common stock .

Does not include an additional 119,998 earned shares which are accrued but not issued.

Includes information gathered from a Form 4 filed with the Securities and Exchange Commission on August 31, 2022.

Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera Master Fund”), is the record holder of 3,125,000 shares of Common Stock.

Bandera Partners LLC, a Delaware limited liability company (“Bandera Partners”), is the investment manager of Bandera Master Fund.

Gramm is Managing Partner, Managing Director and Portfolio Manager of Bandera Partners.

Includes options to purchase 25,000 shares of common stock.

Information gathered from a Form 4 filed with the Securities and Exchange Commission on January 28, 2022.

Includes options to purchase 25,000 shares of common stock exercisable at May 1, 2022.

Includes options to purchase 450,000 shares of common stock.

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

Gold’s spouse.

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.

Shares held by PetBox LLC, an entity affiliated with, and controlled by, Mr.

Includes options to purchase 50,000 shares of common stock.

Includes options to purchase 50,000 shares of common stock exercisable at May 1, 2022.

Includes options to purchase 450,000 shares of common stock exercisable at May 1, 2022.

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 450,000 shares of common stock exercisable at May 1, 2022.

Includes options to purchase 62,500 shares of common stock exercisable at May 1, 2022.

Pursuant to a Schedule 13G/A filed on February 3, 2022 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 1,122,647 shares with sole voting and dispositive power, and 1,619,958 shares with shared dispositive power.

The issuer retains sole voting power for 1,619,958 shares.

Pursuant to a Schedule 13D/A filed on January 20, 2022 with the Securities and Exchange Commission, Mr.

2 unchanged sentences

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 22,059,702 shares of common stock held by officers and directors.

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

Also includes options to purchase 2,037,500 shares of common stock exercisable at May 1, 2022.

Certain Relationships and Related Transactions, and Director Independence

We are not currently subject to the requirements of any stock exchange or national securities association with respect to having a majority of “independent directors”.

Gold, Cohn, Polinsky, Pappas and Schmulen are “independent” and only Messrs.

Gold, Cohn, Polinsky, Pappas, Schmulen, and Gramm are “independent” and only Messrs.

Klepfish and Wiernasz, by virtue of being our Officers, are not independent.

16 unchanged sentences

Amended Bylaws of the Company (incorporated by reference to exhibit 3.2 of the Company’s current report Form 8-K filed with the Securities and Exchange Commission on January 23, 2018)

Amended Bylaws of the Company (incorporated by reference to exhibit 3.1 of the Company’s current report Form 8-K filed with the Securities and Exchange Commission on September 14, 2021)

Employment Agreement with Sam Klepfish (incorporated by reference to exhibit 10.1 of the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 21, 2012)

19 unchanged sentences

Agreement for Purchase and Sale of Real Estate dated as of August 9, 2019 (incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 14, 2019).

Securities Purchase Agreement dated August 26, 2021 between the Company and each of JCP Investment Partnership LP, Bandera Master Fund L.P.

and SV Asset Management LLC.

*(incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 31, 2021).

Code of Ethics (incorporated by reference to exhibit 14 of the Company’s Form 10-KSB/A for the year ended December 31, 2006, filed with the Securities and Exchange Commission on July 31, 2008)

4 unchanged sentences

Rule 1350 Certification of Principal Accounting Officer

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act.

The Company agrees to furnish supplementally any omitted schedules to the Securities and Exchange Commission upon request.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

3 unchanged sentences

Chief Executive Officer and Director

April 15, 2021

March 31, 2022

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

March 31, 2022

(Chief Executive Officer)

/s/ Norma Vila

April 15, 2021

/s/ Richard Tang

Chief Financial Officer

March 31, 2022

(Principal Accounting Officer)

/s/ Hank Cohn

April 15, 2021

/s/ Justin Wiernasz

April 15, 2021

Justin Wiernasz

March 31, 2022

/s/ Joel Gold

March 31, 2022

/s/ Jefferson Gramm

March 31, 2022

Jefferson Gramm

March 31, 2022

/s/David Polinsky

April 15, 2021

March 31, 2022

David Polinsky

April 15, 2021

/s/Mark Schmulen

March 31, 2022

Mark Schmulen

/s/ Justin Wiernasz

March 31, 2022

Justin Wiernasz

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