What changed in this filing

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Item 1. Business

2025-03-20 compared with 2024-03-21 · 201 added, 102 removed, 9 unchanged (97% of the section changed)

We were initially formed in June 1979 as Alpha Solarco Inc., a Colorado corporation.

From June 1979 through February 2003, we were either inactive or involved in discontinued business ventures.

We changed our name to Fiber Application Systems Technology, Ltd in February 2003.

In January 2004, we changed our state of incorporation by merging into Innovative Food Holdings, Inc.

(“IVFH”), a Florida corporation formed for that purpose.

Our Operations

Innovative Food Holdings (IVFH) builds dynamic scalable businesses by selling specialty foods that are difficult to find through traditional channels.

Our expertise is forging close relationships with the producers, growers, makers and distributors of specialty products, then carefully selecting our suppliers based on their quality, uniqueness and reliability.

The IVFH team is adept at evaluating and certifying the food safety and supply chain capabilities of small batch producers who don’t typically sell through broad-based sales channels.

We seek out the freshest, most unique, origin-specific gourmet cheese, meat, produce, and premium ingredients available, and distribute them directly from our robust network of vendors and warehouses within 24 – 72 hours of an order being placed.

We also source, package, and brand a meaningful segment of these products ourselves, enabling us to better control the assortment, offer more flexibility and variety to our customers, and capture additional margin.

We leverage this unique, premium assortment to serve the needs of Professional Chefs in settings such as restaurants, hotels, country clubs, national chain accounts, casinos, hospitals and catering houses.

We provide these premium customers with products that can’t typically be found through their broadline distributor’s warehouse assortment.

We distribute these products directly to Professional Chefs in Chicago through our subsidiary, Artisan Specialty Foods, Inc., and nationally through our e-commerce businesses on Amazon.com and our own website.

We also drop ship specialty foods to Professional Chefs nationally through the websites of broadline distributors, such as US Foods, Inc.

Between this variety of sales channels, IVFH is able to serve our Professional Chef customers wherever they are located.

We service our customers from two warehouses:

a 200K square foot facility in Mountain Top, Pennsylvania (an important industry distribution hub for the Northeast), and a 28K square foot facility in the greater Chicago area.

We have the capabilities to pack and ship frozen, refrigerated, and ambient products, enabling us to sell a broad range of specialty foods.

We also have GFSI/SQF certifications, allowing compatibility with the highest standards of food handling supply chains in the world, and the quality and food safety that our premium customers expect from us.

These warehouses have the ability to ship packages and pallets of all sizes through overnight shipping.

We also leverage our own fleet of trucks to deliver directly to our Professional Chef customers within our reach.

Our proprietary technology platform underpins our entire business, driving transparency and efficiency up and down the supply chain.

Orders flow in real time, whether to our warehouses or to our vendor partners, to allow for fast handling and fulfillment.

Our picking is enabled by efficient scan-based, handheld devices, ensuring order and inventory accuracy.

Our warehouse management software optimizes pick routes for common items and order types, recommends a box size, and calculates the appropriate amount of packaging and ice required based on forecasted temperatures along the delivery route.

We have built a team consisting of passionate, committed, and food-obsessed people:

our average tenure (outside of seasonal workers) across the company is over five years.

were incorporated on June 14, 1979 under the laws of the State of Colorado originally under the name Alpha Solarco Inc.

From June 1979

through February 2003, we were either inactive or involved in discontinued business ventures.

On February 18, 2003, we changed our name

to Fiber Application Systems Technology, Ltd.

On February 17, 2004, we changed our state of incorporation by merging into Innovative

Food Holdings, Inc., a Florida shell corporation formed for that purpose.

build dynamic scalable businesses by selling specialty foods that are difficult to find through traditional channels.

Our expertise is

forging close relationships with the producers, growers, makers and distributors of specialty products, then carefully selecting our

suppliers based on their quality, uniqueness and reliability.

team is adept at evaluating and certifying the food safety and supply chain capabilities of small batch producers who do not typically

sell through broad-based sales channels.

We seek out the freshest, most unique, origin-specific gourmet cheese, meat, produce, and premium

ingredients available, and distribute them directly from our robust network of vendors and warehouses within 24 – 72 hours of an

order being placed.

We also source, package, and brand a meaningful segment of these products ourselves, enabling us to better control

the assortment, offer more flexibility and variety to our customers, and capture additional margin.

leverage this unique, premium assortment to serve the needs of Professional Chefs in settings such as restaurants, hotels, country clubs,

national chain accounts, casinos, hospitals and catering houses.

We provide these premium customers with products that cannot typically

be found through their broadline distributor’s warehouse assortment.

We distribute these products directly to Professional Chefs

in Chicago through our subsidiary, Artisan Specialty Foods, Inc.

(“Artisan”), and nationally through our e-commerce businesses

on Amazon.com and our own website.

We also drop ship specialty foods to Professional Chefs nationally through the websites of broadline

distributors, such as US Foods, Inc (“USF”).

Between this variety of sales channels, we are able to serve our Professional

Chef customers wherever they are located.

service our customers from three warehouses:

a 200K square foot facility in Mountain Top, Pennsylvania (an important industry distribution

hub for the Northeast), a 28K square foot facility in the greater Chicago area, and a 22K square foot facility in the greater Denver

We have the capabilities to pack and ship frozen, refrigerated, and ambient products, enabling us to sell a broad range of

specialty foods.

We also have GFSI/SQF certifications, allowing compatibility with the highest standards of food handling supply chains

in the world, and the quality and food safety that our premium customers expect from us.

These warehouses have the ability to ship packages

and pallets of all sizes through overnight shipping.

We also leverage our own fleet of trucks to deliver directly to our Professional

Chef customers within our reach.

proprietary technology platform underpins our entire business, driving transparency and efficiency up and down the supply chain.

flow in real time, whether to our warehouses or to our vendor partners, to allow for fast handling and fulfillment.

Our picking is enabled

by efficient scan-based, handheld devices, ensuring order and inventory accuracy.

Our warehouse management software optimizes pick routes

for common items and order types, recommends a box size, and calculates the appropriate amount of packaging and ice required based on

forecasted temperatures along the delivery route.

have built a team consisting of passionate, committed, and food-obsessed people:

our average tenure (outside of seasonal workers) across

the Company is over five years.

Our merchandising team has deep connections within the specialty food space around the globe.

Our Chef Advisors, as ex-chefs themselves, go beyond customer service to offer our Professional Chefs customer support, menu ideas, and preparation guidance.

We distribute over 7,000 perishable and specialty food and food related products, including origin-specific seafood, domestic and imported meats, exotic game and poultry, artisanal cheeses, freshly prepared meals, caviar, wild and cultivated mushrooms, micro-greens, organic farmed and manufactured food products, estate-bottled olive oils and aged vinegars and expertly curated food gift baskets, gift boxes and a full of line of food subscription based offerings.

Products are sold under the brand of the respective vendor and are also offered under a variety of Company owned brands.

In addition, we offer a line of niche specialty healthcare related products.

On a regular basis we add additional products including new products from small batch makers and other unique specialty food products.

We offer our nationwide customers access to the best food products available from around the world, quickly, most direct, and cost-effectively.

Some of the items we sell include:

Seafood - Alaskan wild king salmon, Hawaiian sashimi-grade ahi tuna, Gulf of Mexico day-boat snapper, Chesapeake Bay soft shell crabs, New England live lobsters, Japanese Hamachi

Meat & Game - Prime rib of American kurobuta pork, dry-aged buffalo tenderloin, domestic lamb, Cervena venison, elk tenderloin

Produce - White asparagus, baby carrot tri-color mix, Oregon wild ramps, heirloom tomatoes

Poultry - Grade A foie gras, Hudson Valley quail, free range and organic chicken, airline breast of pheasant

Specialty - Truffle oils, fennel pollen, prosciutto di Parma, wild boar sausage

Mushrooms - Fresh morels, Trumpet Royale, porcini powder, wild golden chanterelles

Cheese - Maytag blue, buffalo mozzarella, Spanish manchego, Italian gorgonzola dolce

Customer Service and Logistics

Our foodservice focused, live chef-driven customer service department is generally available by telephone, email, and on social media platforms.

The customer service departments are made up of a team of chefs and culinary experts who are experienced in all aspects of perishable and specialty products.

By employing chefs and culinary experts to handle customer service, we are able to provide our customers with extensive information about our products, including:

Flavor profile and ingredient qualities

Recipe and usage ideas

Origin, seasonality, and availability

Cross utilization ideas and complementary uses of products

Our logistics team manages the shipping and delivery process of every package to ensure timely delivery of products to our customers.

We have developed the web-based capability to allow customers to seamlessly receive and send personal orders and gifts according to their desired schedule.

The logistics manager receives shipping information on all products ordered, and packages are monitored from origin to delivery.

In the event that delivery service is interrupted, our logistics department begins the process of expediting the package to its destination or potentially reshipping the package with a goal of 100% customer satisfaction for our customers.

Our logistics manager works directly with our suppliers on an ongoing basis, to ensure that the appropriate packaging and shipping specifications are in place at all times.

Relationship with U.S.

We have historically sold the majority of our products, $34,070,052 and $39,531,207, respectively, representing 47% and 49% of total sales, respectively, in each of the years ended December 31, 2023 and 2022, through a distributor relationship between FII, one of our wholly-owned subsidiaries, and subsidiaries of U.S.

Foods, a leading broadline distributor.

On January 26, 2015 we executed a contract directly between FII and U.S.

Foods (the “U.S.

Foods Agreement”).

The term of the U.S.

Foods Agreement was from January 1, 2015 through December 31, 2016 and provided for a limited number of automatic annual renewals thereafter if no party gives the other 30 days’ notice of its intent not to renew.

Based on the terms, the U.S.

Foods Agreement was extended through December 31, 2018.

Effective January 1, 2018 the U.S.

Foods Agreement was further amended to remove the cap on renewals, and provide for an unlimited number of additional 12-month terms unless either party notifies the other in writing, 30 days prior to the end date, of its intent not to renew.

Growth Strategy

Our long term strategy is still taking shape, but there are three clear elements at this point in our evolution to a profitable, growing business model.

First, at our heart, we focused on growing a direct-to-chef specialty foodservice platform.

It's a straightforward business, generates strong cash flow, and has great growth potential.

Advisors, as ex-chefs themselves, go beyond customer service to offer our Professional Chefs customer support, menu ideas, and preparation

As of the date of this report, we distribute over 6,000 perishable

and specialty food products, including origin-specific seafood, domestic and imported meats, exotic game and poultry, artisanal cheeses,

freshly prepared meals, caviar, wild and cultivated mushrooms, micro-greens, organic farmed and manufactured food products, estate-bottled

olive oils and aged vinegars, and expertly curated food gift baskets and subscription-based offerings.

Products are sold under both the

vendor’s brands and various Company-owned brands.

selection includes high-quality items like Alaskan wild king salmon, Gulf of Mexico day-boat snapper, prime rib of American kurobuta

pork, dry-aged buffalo tenderloin, white asparagus, free-range and organic chicken, truffle oils, fennel pollen, fresh morels, Trumpet

Royale mushrooms, and artisanal cheeses such as Truffle Gouda and Halloumi.

These offerings ensure that our nationwide customers have

access to the best food products from around the world, delivered quickly and cost-effectively.

Service and Logistics

chef-inspired customer service department is available by telephone, email, and on social media platforms.

This department is made up

of a team of chefs and culinary experts who are experienced in all aspects of perishable and specialty products.

By employing chefs and

culinary experts to handle customer service, we can provide our customers with extensive information about our products, including flavor

profile and ingredient qualities, recipe and usage ideas, origin, seasonality, and availability, as well as cross-utilization ideas and

complementary uses of products.

Our logistics team manages the shipping and delivery process of every

package to ensure timely delivery of products to our customers.

The logistics team receives shipping information on all products ordered,

and packages are monitored from origin to delivery.

If delivery service is interrupted, our logistics department begins the process of

expediting the package to its destination or potentially reshipping the package with a goal of 100% customer satisfaction.

Our logistics

team works directly with our suppliers on an ongoing basis, to ensure that the appropriate packaging and shipping specifications are in

place at all times.

Acquisitions and Share Issuance

On August 30, 2024, Innovative Gourmet LLC (“Innovative Gourmet”),

which is a wholly-owned subsidiary of the Company, and igourmet, LLC, a Florida limited liability company (“igourmet”), entered

into an amended and restated asset purchase agreement (the “Amended and Restates APA”).

Pursuant to the Amended and Restates

APA, Innovative Gourmet sold to igourmet substantially all of its assets related to marketing and selling certain artisan foods and related

drop-ship fulfillment services including the website www.

igourmet.com (the “Purchased Assets”), for total consideration

This transaction was closed on October 23, 2024.

In connection with the closing of the transaction, Innovative Gourmet and

igourmet entered into a Transition Services Agreement, dated August 30, 2024, pursuant to which Innovative Gourmet provided certain inventory

and fulfilment services related to the Purchased Assets for a period of thirty days after closing pursuant to that certain Transition

Services Agreement, dated August 30, 2024, with igourmet.

On October 14, 2024,

the Company entered into an asset purchase agreement (the “Golden APA”) with Golden Organics, Inc., a Colorado corporation

(the “Golden Organics”), and David Rickard.

Pursuant to the Golden APA, the Company (i) purchased substantially all of the

properties, business, and assets of Golden Organics used and/or useful in the operation of the Golden Organics’ business of wholesaling

bulk organic ingredients and other related food products and (ii) assume certain liabilities and obligations of Golden Organics (such

transaction, the “Golden Transaction”) for an aggregate purchase price of $1,580,000, which consists of (a) a cash payment

of $1,230,000 after taking into account certain working capital adjustments at the closing of the Golden Transaction and (b) a promissory

note of $350,000, payable to Golden Organics (the “Seller Financing Note”), with interest at six percent (6%) per annum for

a term of sixty (60) months payable in equal monthly installments with the first payment due one month after the closing.

The Seller Financing

Note Need contains default, notice and acceleration provisions, including a default interest at twelve percent (12%), a five (5) day grace

period, a five percent (5%) late fee, no prepayment penalty and a right of set-off.

Under the Golden APA, David Rickard has agreed to

provide assistance to the Company for a period of ninety (90) days following the closing with respect to the transitioning of the business

and developing new business opportunities without any compensation.

The Golden Transaction closed on November 18, 2024.

On October 31, 2024, M Innovations

LLC, a Delaware corporation and a wholly owned subsidiary of the Company (“M Innovation”) entered into an asset purchase agreement

(the “M Innovation APA”) with M Specialty Foods Inc., a New York corporation (“M Speciality”).

Pursuant to the

M innovation APA, M Speciality purchased right, title, and interest in and to the assets of M Innovation in exchange of assuming the gift

card liability of $174,637.

On November 30, 2024

and December 4, 2024, the Company entered into a series of securities purchase agreements with certain investors, pursuant to which, among

other things, the Company issued the investors an aggregate of 2,031,250 shares of common stock of the Company at a purchase price of

$1.60 per share, for an aggregate purchase price of $3,250,000.

On December 20, 2024,

the Company through its subsidiary, Golden Organics, acquired substantially all of LoCo’s (defined below) properties, business,

and assets used and/or useful in the operation of LoCo’s business of sourcing and wholesaling food products, and agreed to assume

certain liabilities of LoCo for an aggregate purchase price of $304,269, which is payable to LoCo’s lenders for all outstanding

and unpaid indebtedness of LoCo, pursuant to that certain asset purchase agreement, dated December 20, 2024 (the “LoCo APA”),

with LoCo Food Distribution LLC, a Colorado limited liability company and a wholesaler of food related products (“LoCo”),

and Elizabeth G.

Mozer and Benjamin Mozer.

In addition, as an adjustment to the purchase price, if earned, Golden Organics will pay $53,430

as earnout if, in the twelve-month period, LoCo achieves certain revenue and adjusted EBITDA targets.

In connection with the LoCo APA,

Mozer entered into a consulting services agreement with Golden Organics to provide consulting services for a period of twelve (12)

months with the option to extend on a month-to-month basis with respect to the transitioning of the relationships and knowledge concerning

the LoCo’s business, which agreement also contains a two-year non-solicitation provision.

long-term strategy is still taking shape, but there are three clear elements at this point in our evolution to a profitable, growing

specialty food service business.

at our heart, we have focused on growing a direct-to-chef specialty foodservice platform.

It is a straightforward business, generates

strong cash flow, and has great growth potential.

In contrast, direct-to-consumer e-commerce is not a business we will focus on.

We are in the process of ramping it down, and any remaining business will focus only on items we already carry in our foodservice channels, and which we can sell profitably, with no capital.

Second, our core drop ship business (where we don't touch the inventory) needs to diversify with more partners and into additional sales channels.

in the process of ramping it down, and any remaining business will focus only on items we already carry in our foodservice channels,

and which we can sell profitably, with no capital.

our core drop ship business (where we do not touch the inventory) needs to diversify with more partners and into additional sales channels.

We have a strong relationship with US Foods, but the Company will benefit from having additional large partners.

We have started this journey with the $10 million business we've built with Gate Gourmet.

Other areas of focus include onboarding additional broadline distributors, additional airline caterers, Club channel partners, Amazon.com, etc.

We have started this

journey with the $10 million business we have built with Gate Gourmet.

Other areas of focus include onboarding additional broadline distributors,

additional airline caterers, Club channel partners, Amazon.com, etc.

Sales channel diversification will continue to be a focus for us.

Third, our specialty food distribution business (where we own the inventory, warehouses, and trucks) has opportunity for growth.

Today, this business is called Artisan Specialty Foods, and only serves Chicago.

It has doubled in size since we purchased it a decade ago, and done so with very little incremental investment.

Growth opportunities in specialty distribution exist both in Chicago through category and customer expansion, as well as through M&A in new markets.

While we face intense competition in the marketing of our products and services, it is our belief that there are few companies offering a platform similar to ours, offering a broad range of unique, high quality, chef driven specialty products, for nationwide delivery as soon as the next day.

our specialty food distribution business (where we own the inventory, warehouses, and trucks) has opportunity for growth.

business is called Artisan Specialty Foods, and only serves Chicago.

It has doubled in size since we purchased it a decade ago, and done

so with very little incremental investment.

Growth opportunities in specialty distribution exist both in Chicago through category and

customer expansion, as well as through mergers and acquisitions in new markets.

Company’s revenue is dependent on a limited number of key customers, which presents a concentration risk.

While we continue to

expand our customer base, any material reduction in business from these customers could adversely impact our financial performance.

mitigate this risk, we are actively diversifying our customer portfolio, exploring new markets, and strengthening relationships with

both existing and potential clients to enhance revenue stability.

we face intense competition in the marketing of our products and services, it is our belief that there are few companies offering a platform

similar to ours, offering a broad range of unique, high quality, chef driven specialty products, for nationwide delivery as soon as the

Our primary competition is from local purveyors that supply a limited local market and have a limited range of products.

In addition, many purveyors are well established, have reputations for success in the development and marketing of these types of products and services and have significantly greater financial, marketing, distribution, personnel and other resources.

These financial and other capabilities permit such companies to implement extensive advertising and promotional campaigns, both generally and in response to efforts by additional competitors such as us, to enter into new markets and introduce new products and services.

We maintain a Business Owners Policy with a general liability per occurrence limit of $1,000,000 and aggregate policy covering $2,000,000 of liability for all entities.

The Company carries an Auto Policy with non-owned automobile bodily injury and property damage coverage with a limit of $1,000,000 for all entities.

The Company also carries an Umbrella policy of up to $14,000,000 which covers all entities, along with two excess umbrella policies that sit over the BOP and Umbrella policies.

The excess umbrella policies have limits of $5,000,000 and $6,000,000.

addition, many purveyors are well established, have reputations for success in the development and marketing of these types of products

and services and have significantly greater financial, marketing, distribution, personnel and other resources.

These financial and other

capabilities permit such companies to implement extensive advertising and promotional campaigns, both generally and in response to efforts

by additional competitors such as us, to enter into new markets and introduce new products and services.

We maintain a Business Owners Policy with a general liability per occurrence

limit of $1,000,000 and aggregate policy covering $2,000,000 of liability for all entities, as well as building coverage with a limit

up to $4,100,000 for its building in IL.

The Company carries an Auto Policy with non-owned automobile bodily injury and property

damage coverage with a limit of $1,000,000 for all entities.

The Company also carries an Umbrella policy of up to $14,000,000 which covers

all entities, along with two excess umbrella policies that sit over the BOP and Umbrella policies.

The excess umbrella policies have limits

of $5,000,000 and $6,000,000.

The Company carries a Cyber policy of up to $2,000,000 which insures the Company and its subsidiaries.

The Company carries two Commercial Property Policies, for its buildings in PA and FL, with a limit of up to $12,490,000 for PA and a limit of up to $1,630,000 for FL.

Such insurance may not be sufficient to cover all potential claims against us and additional insurance may not be available in the future at a reasonable price.

Government Regulation

Various federal and state laws currently exist, and more are sure to be adopted, regulating the delivery of fresh food products.

We require specialty foodservice third-party vendors to certify that they maintain at least $3,000,000 liability insurance coverage in aggregate and compliance with Hazard Analysis and Critical Control Point (HACCP), an FDA- and USDA-mandated food safety program, or a similar standard.

Any changes in the government regulation of delivering of fresh food products that hinders our current ability and/or cost to deliver fresh products, could adversely impact our net revenues and gross margins and, therefore, our profitability and cash flows could also be adversely affected.

We currently employ 92 full-time employees, including 8 chefs and 3 executive officers.

Our employee base has reduced with the sale of non-core business operations and the decision to ramp down our direct-to-customer operations.

Company carries a Commercial Property Policy for its building in PA, with a limit of up to $18,074,530.

Such insurance may not be sufficient

to cover all potential claims against us and additional insurance may not be available in the future at a reasonable price.

Various federal and state laws regulate the delivery of fresh food

products, requiring specialty foodservice third-party vendors to maintain at least $3,000,000 liability insurance coverage and compliance

with Hazard Analysis and Critical Control Point (HACCP) standards.

Key regulations include Pennsylvania’s Solid Waste Management Act,

Clean Streams Law, Air Pollution Control Act, FDA’s Food Safety Modernization Act, Pennsylvania Food Code, FDA’s Fair Packaging

and Labeling Act, Nutrition Labeling and Education Act, PA Food Safety Act, and Pennsylvania’s Weights and Measures Act.

with these regulations is crucial to avoid penalties, ensure food safety, accurate labeling, and maintain profitability, as any changes

that hinder our ability or increase costs could adversely impact our net revenues, gross margins, and cash flows.

Intellectual Property

The Company acquired certain Trade Names in connection with the acquisitions of Golden Organics and LoCo.

As of December 31, 2024, we

are not aware of any valid claim or challenges to our right to use the registered trademarks or any counterfeit or other infringement

to the registered trademarks.

believe engaged and empowered colleagues are key to business success.

Attracting, developing, and retaining top local talent that embodies

an ownership mentality drives the company’s long-term value.

Our diverse colleagues and inclusive culture create an environment

where colleagues can develop their skills and contribute to our success.

We currently employ 132 employees, 92 full-time employees, including

8 chefs and 3 executive officers and 40 part-time employees.

We believe that our relations with our employees are satisfactory.

None of our employees are represented by a union.

Transactions with Major Customers

Transactions with a major customer and related economic dependence information is set forth (1) following our discussion of Liquidity and Capital Resources, (2) Under the heading Major Customer in Note 18 to the Consolidated Financial Statements, (3) in Business – Relationship with U.S.

Foods, (4) as the third item under Risk Factors.

How to Contact Us

Our executive offices are located at 9696 Bonita Beach Rd., Ste.

of our employees are represented by a union.

executive offices are located at 9696 Bonita Beach Rd., Ste.

208, Bonita Springs, Florida 34135;

our Internet address is www.ivfh.com;

our corporate website is www.ivfh.com;

and our telephone number is (239) 596-0204.

The contents of our website are not incorporated in or deemed to be a part of this Annual Report on Form 10-K.

The contents of our website are not incorporated in or deemed to be a part of this Annual

Report on Form 10-K.

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 1. Business