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Item 9A. Controls and Procedures

2025-03-20 compared with 2024-03-21 · 165 added, 531 removed, 21 unchanged (97% of the section changed)

Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure.

We concluded that our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as of December 31, 2023 to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in SEC rules and forms and our disclosure controls and procedures are also effective to ensure that the information required to be disclosed in reports that we file under the Exchange Act is accumulated and communicated to our principal executive and financial officers to allow timely decisions regarding required disclosures.

Management ’ s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under the Exchange Act.

Our internal control over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

Regarding the Effectiveness of Disclosure Controls and Procedures

controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports

filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including

our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar

functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation

of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of

our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our

Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the fiscal year ended December

Management ’ s

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f)

and 15d-(f) under the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with

Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our consolidated financial statements in accordance with U.S.

generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

In making this assessment, management used the criteria set forth in Internal Control Over Financial Reporting — Guidance for Smaller Public Companies issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).

Management previously identified a control deficiency regarding the integration of two acquisitions in 2018 and as a result management had previously concluded our internal control over financial reporting was ineffective at the reasonable assurance level.

To address this matter, we named a new Chief Financial Officer effective December 29, 2020 and also retained additional qualified personnel.

As a result, Management concluded that the Company’s internal control over financial reporting as of December 31, 2023 is effective at the reasonable assurance level.

Inherent Limitations over Internal Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls.

Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Accordingly, our internal controls and procedures are designed to provide reasonable assurance of achieving their objectives.

Changes in Internal Control over Financial Reporting

We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our

reasonable assurance that transactions are recorded as necessary to permit the preparation of our consolidated financial statements

in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our

management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the consolidated financial statements.

assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

In making this assessment,

management used the criteria set forth in Internal Control Over Financial Reporting — Guidance for Smaller Public Companies issued

by the Committee of Sponsoring Organizations of the Treadway Commission (2013).

Management concluded that the Company’s internal

control over financial reporting as of December 31, 2024 is effective at the reasonable assurance level.

Limitations over Internal Controls

control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent

limitations, including the possibility of human error and circumvention by collusion or overriding of controls.

Accordingly, even an

effective internal control system may not prevent or detect material misstatements on a timely basis.

Also, projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that

the degree of compliance with the policies or procedures may deteriorate.

Accordingly, our internal controls and procedures are designed

to provide reasonable assurance of achieving their objectives.

in Internal Control over Financial Reporting

have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or

is reasonably likely to materially affect, our internal control over financial reporting.

Report of the Registered Public Accounting Firm

Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by our independent registered public accounting firm

as we are not a large accelerated filer or an accelerated filer.

Other Information

the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosures Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Set forth below are the directors and executive officers of our Company, their respective names and ages, positions with our Company, principal occupations and business experiences during at least the past five years.

Director Since

Chief Executive Officer and Director

Gary Schubert

Chief Financial Officer

Brady Smallwood

Chief Operating Officer and Director

Mark Schmulen

Jefferson Gramm

Bill Bennett, Chief Executive Officer and Director

William (Bill) Bennett has been a director and our CEO since February 28, 2023.

Prior thereto, Mr.

Bennett was most recently Vice President of eCommerce for The Kroger Co.

from 2020 until 2023.

In this role, he was responsible for the company’s $10 billion eCommerce business, leading cross-functional partners in marketing, merchandising, product management, supply chain, technology, and analytics to develop and lead a robust eCommerce go-to-market and growth strategy across the enterprise.

Bennett joined Kroger from Walmart where he served for seven years, from 2013 to 2020, in a variety of eCommerce and store leadership roles, including finance, merchandising, strategy, analytics, and product management.

Prior to Walmart, from 2011 to 2013, Mr.

Bennett led the pricing strategy team at S.C.

Johnson and served in a variety of leadership roles at General Mills from 2006 to 2011.

Bennett received a bachelor’s degree in Business Management with an emphasis in Finance from Brigham Young University and an MBA from the Fuqua School of Business at Duke University.

Gary Schubert, Chief Financial Officer

Schubert has been our Chief Financial Officer since January 1, 2024.

Schubert brings to the Company a wealth of public company food industry experience.

Prior to joining the Company as Chief Financial Officer, Mr.

Schubert spent fifteen years at Walmart Stores, Inc.

(“Walmart”), and three years at Tyson Foods, Inc.

(“Tyson”), the second largest protein processer in the world.

From June 2021 through August 2023, Mr.

Schubert was the Senior Director of eCommerce Finance & Transformation Strategy at Walmart.

In this role, he was responsible for generating long-term sustainable growth by increasing customer share of Walmart’s electronic wallet, driving retention, and improving end-to-end omni-channel economics for Walmart’s $75 billion eCommerce business.

From February 2017 through June 2021, Mr.

Schubert served as the financial lead for Walmart’s Neighborhood Market business, the sixth largest grocery chain in the United States, with over $20 billion in annual sales across 700 locations.

In addition, his financial leadership experience at Walmart spanned merchandising, operations, eCommerce, and strategy roles.

During his time at Tyson, Mr.

Schubert had various roles in Financial Planning & Analysis, Corporate Treasury, and Investor Relations.

Schubert received a Bachelor of Science in Business Administration from the University of Arkansas, majoring in financial management, and minoring in accounting.

While attending the University of Arkansas, Mr.

Schubert also managed the growth of a multi-million-dollar trust fund on behalf of the university.

Brady Smallwood, Chief Operating Officer and Director

Smallwood has been our Chief Operating Officer since May 15, 2023, and he has been a Director since May 17, 2023.

Prior to joining the Company, Mr.

Smallwood was most recently Senior Director - eCommerce Strategy, Planning and Operations for The Kroger Company, the largest supermarket operator by revenue in the U.S., from 2020 until 2023.

In this role, he launched a new, profitable rapid grocery delivery business, implemented new management systems, and directed strategy development, pilot execution, and scaling for dozens of innovative initiatives.

Prior thereto, Mr.

Smallwood was Director - Omni Merchandising Planning & Analytics at Walmart from 2019 to 2020, and he served as the head of Ecommerce Insights and Analytics at Younique Products, an Online beauty and personal care products company which is a subsidiary of Coty, Inc., from 2017 to 2019.

Prior to these positions.

Smallwood held various managerial roles at Walmart, Yum!

Brands (Pizza Hut U.S.), and he held analyst roles at American Capital, LLC and at The Federal Home Loan Mortgage Corporation, commonly known as Freddie Mac.

Smallwood received a bachelor’s degree in business management from Brigham Young University and an MBA from The University of Chicago Booth School of Business, where he was an honors graduate, and a Marketing scholarship recipient.

Smallwood was appointed as the director designee of Mr.

Bennett, the CEO and a director of the Company, pursuant to the employment agreement, dated January 30, 2023, between the Company and Mr.

Bennett (the “Employment Agreement”).

Under the Employment Agreement, the Board or its nominating committee must nominate to the Board an individual designated by Mr.

Bennett in good faith, subject to the Board’s fiduciary judgement and applicable legal or regulatory requirements and limitations.

Under the terms of the Employment Agreement, as Mr.

Bennett’s director designee, Mr.

Smallwood may be removed or be asked to resign from his position on the Board in the event that Mr.

Bennett’s employment with the Company is terminated.

Sam Klepfish, Director

Klepfish has been a director since December 1, 2005.

From November 2007 to February 28, 2023 Mr.

Klepfish was the CEO of Innovative Food Holdings and its subsidiaries.

From March 2006 to November 2007 Mr.

Klepfish was the interim president of the Company and its subsidiary.

Since February 2005 Mr.

Klepfish was also a Managing Partner at ISG Capital, a merchant bank.

From May 2004 through February 2005 Mr.

Klepfish served as a Managing Director of Technoprises, Ltd.

From January 2001 to May 2004 he was a corporate finance analyst and consultant at Phillips Nizer, a New York law firm.

Since January 2001 Mr.

Klepfish has been a member of the steering committee of Tri-State Ventures, a New York investment group.

From 1998 to December 2000, Mr.

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

Hank Cohn, Director

Cohn has been a director since October 29, 2010.

Hank Cohn is currently CEO of P1 Billing, LLC, a revenue cycle management services provider to ambulatory medical clinics.

P1 Billing is a spinoff of PracticeOne Inc., (formerly PracticeXpert, Inc., an OTCBB traded company), an integrated PMS and EMR software and services company for physicians.

Cohn served as President and Chief Executive Officer of PracticeOne from December 2009 until December 2009, at which time he sold the company to Francison Partners, one of the largest, global technology focused, private equity firms in Silicon Valley.

Prior to that, Mr.

Cohn worked with a number of public companies.

A partial list of his past and present board memberships include:

Analytical Surveys, Inc., Kaching, Inc., and International Food and Wine, Inc., currently Evolution Resources Inc.

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.

Pappas, Charman

Pappas has been a director since January 30, 2020.

Pappas has served as the Managing Member of JCP Investment Management, LLC (“JCP Management”), an investment firm, and the sole member of JCP Investment Holdings, LLC (“JCP Holdings”), since June 2009.

Pappas has also served as a director of Tandy Leather Factory, Inc.

(NASDAQ:TLF), a retailer and wholesale distributor of a broad line of leather and related products, since June 2016.

Pappas previously served as a director of each of Jamba, Inc.

(formerly NASDAQ:JMBA), a leading health and wellness brand and the leading retailer of freshly squeezed juice, from January 2015 until the completion of its sale in September 2018, U.S.

Geothermal Inc.

(formerly NYSEMKT:HTM), a leading geothermal energy company, from September 2016 until the completion of its sale in April 2018, and The Pantry, Inc.

(formerly NASDAQ:PTRY), a leading independently operated convenience store chain in the southeastern United States and one of the largest independently operated convenience store chains in the country, from March 2014 until the completion of its sale in March 2015.

He also previously served as Chairman of the board of directors of Morgan’s Foods, Inc.

(formerly OTC:MRFD), a then publicly traded company, from January 2013 until May 2014, when the company was acquired by Apex Restaurant Management, Inc., after originally joining its board as a director in February 2012.

From 2005 until 2007, Mr.

Pappas worked for The Goldman Sachs Group, Inc.

(NYSE:GS) (“Goldman Sachs”), a multinational investment banking and securities firm, in its Investment Banking / Leveraged Finance Division.

As part of the Goldman Sachs Leveraged Finance Group, Mr.

Pappas advised private equity groups and corporations on appropriate leveraged buyout, recapitalization and refinancing alternatives.

Prior to Goldman Sachs, Mr.

Pappas worked at Banc of America Securities, the investment banking arm of Bank of America Corporation (NYSE:BAC), a multinational banking and financial services corporation, where he focused on Consumer and Retail Investment Banking, providing advice on a wide range of transactions including mergers and acquisitions, financings, restructurings and buy-side engagements.

Pappas received a BBA and a Masters in Finance from Texas A&M University.

Mark Schmulen, Director

Mark Schmulen has been a Director since January 30, 2020.

Schmulen is a co-founder of Chirp Systems, Inc., a venture-backed smart access solution for multifamily property owners, and has served as its CEO since October 2019.

Schmulen has also served as the managing director of Jelly Capital, LLC, a private investment fund focused on early stage technology and real estate investments, since May 2015, and as an investment advisor representative for Forum Financial, LP, an independent investment advisor, since November 2016.

Previously, he served as the General Manager of Social Media for Constant Contact, Inc.

(formerly NASDAQ:

CTCT), a provider of digital marketing solutions, from May 2010 until May 2014.

Prior to this, he was a co-founder and served as the CEO of Nutshell Mail, Inc., a social media marketing solution, from 2008 until it was acquired by Constant Contact, Inc.

Schmulen began his career as an investment banking analyst with JPMorgan Chase Bank.

He has served on the board of directors for the Shlenker School since August 2017 and has been a Director of the HHF Foundation, which benefits early childhood education since December 2014.

Schmulen holds a B.S.

from the University of Pennsylvania and an M.S.

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 (“Bandera”), 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 directors of Tandy Leather Factory, Inc.

and he is 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.

Denver Smith, Director

Denver Smith has been a Director since March 13, 2023.

Smith is the Co-Founder and a managing member of Carlson Ridge Capital (“Carlson Ridge”), a hedge fund manager, which was founded in 2015.

He is also the Co-CIO of Carlson Ridge and acts as the lead manager for the CRC Founders Fund, LP.

Additionally, Mr.

Smith advises the Aspen Family Trust on its asset allocation and strategic level decisions for various entities it owns.

He was previously a portfolio manager and the Chief Investment Officer for 73114 Investments, LLC, for a period of 9 years.

In 2015, he prompted and helped negotiate the sale of 73114 Investments’ parent company, a government contracting company, to a multi-billion dollar publicly traded REIT for over $150 million.

Smith serves on the board of trustees of Lifestyle Management Inc, a non-profit organization.

He graduated from the University of Oklahoma with a BBA in Finance and Economics.

He also earned an MBA from the University of Oklahoma.

Smith is a CFA Charterholder.

Qualification of Directors

We believe that all of our directors are qualified for their positions, and that each brings a benefit to the board.

Bennett, as an executive officer, is uniquely qualified to bring management’s perspective to the board’s deliberations.

Smallwood, with his experience with The Kroger Company and Walmart, Mr.

Schmulen, with his private equity experience, Mr.

Cohn, with his history of being an executive and director of other companies, and Mr.

Schubert with his financial expertise and experiences at Walmart, bring a well-rounded background and wealth of general business experience to our board.

Pappas brings both his investment and corporate finance background and food industry experience to the board.

Klepfish, as a former executive officer, continues to bring his knowledge of the food industry as well as detailed knowledge of the Company to the board.

Gramm and Smith bring extensive experience in business strategy and capital markets.

Family Relationships

There are no family relationships between any of our director nominees or executive officers and any other of our director nominees or executive officers.

Audit Committee

The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act and is currently comprised of Messrs.

Smith (Chairman) Cohn, and Gramm, each of whom the Board of Directors has determined satisfies the applicable SEC independence requirements for audit committee members.

The Board of Directors has also determined that Mr.

Smith is an “audit committee financial expert,” as defined by the applicable rules of the SEC.

The Audit Committee is responsible for, among other things:

reviewing the independence, qualifications, services, fees and performance of our independent registered public accounting firm;

appointing, replacing and discharging our independent registered public accounting firm;

pre-approving the professional services provided by our independent registered public accounting firm;

reviewing the scope of the annual audit and reports and recommendations submitted by our independent registered public accounting firm;

reviewing our financial reporting and accounting policies, including any significant changes, with our management and our independent registered public accounting firm.

Nominating Committee

The Nominating Committee currently consists of Messrs.

Schmulen (Chairman), Klepfish, Smith, and Pappas, each of whom the Board of Directors has determined satisfies the applicable SEC and Nasdaq independence requirements.

The Nominating Committee reviews, evaluates and proposes candidates for election to our Board of Directors, and considers any nominees properly recommended by stockholders.

The Nominating Committee promotes the proper constitution of our Board of Directors in order to meet its fiduciary obligations to our stockholders, and oversees the establishment of, and compliance with, appropriate governance standards.

Compensation Committee

The Compensation Committee currently consists of Messrs.

Cohn (Chairman), Smith, Klepfish, Pappas, and Schmulen, each of whom the Board of Directors has determined satisfies the applicable SEC and Nasdaq independence requirements.

In addition, each member of the Compensation Committee has been determined to be a non-employee director under Rule 16b-3 as promulgated under the Exchange Act.

The Compensation Committee reviews and recommends to the Board of Directors the compensation for our executive officers and our non-employee directors for their services as members of the Board of Directors.

Compensation Committee Interlocks and Insider Participation

None of our executive officers has served as a director or member of a compensation committee (or other board committee performing equivalent functions) of any other entity, one of whose executive officers served as a director or a member of our Compensation Committee.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our current directors or executive officer has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities or commodities laws, any laws respecting financial institutions or insurance companies, any law or regulation prohibiting mail or wire fraud in connection with any business entity or been subject to any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization, except for matters that were dismissed without sanction or settlement.

Agreements with Directors

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 a two year Agreement dated as of January 28, 2020 (the “Pappas Agreement”) which, among other things, provided that (i) the Company (x) will support the continued directorships of the New Directors (as defined in the Pappas Agreement) at the next two annual meetings and (y) after 18 months will appoint another nominee of JCP (as defined in the Pappas 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 Pappas Agreement.

As of the date hereof, the New Directors referred to in the Pappas Agreement are Messrs.

Pappas and Schmulen.

Effective November 28, 2022 the Company entered into a Board Observer Agreement with Denver J.

Smith (the “Smith Agreement”).

Smith is part of a Schedule 13D group (the “Group”) which holds approximately 8.3% of our outstanding common stock.

The Group had threatened a proxy contest, and to avoid expense and disruption associated with a proxy contest the company has signed the Smith Agreement with the Group.

The Smith Agreement provides, among other things, that for up to six (6) months, with certain minor limitations, Mr.

Smith will have observer status at all meetings held by our Board of Directors as well as meetings held by the various Committees of our Board of Directors.

In addition, the Smith Agreement provides for Mr.

Smith to become a member of our Board of Directors on or before the six (6) month anniversary of the Smith Agreement subject to fulfillment of the Board’s fiduciary responsibilities.

The Smith Agreement contains certain “standstill” provisions regarding proxy contests, Board membership and joining certain ownership groups.

The Smith Agreement is conditional upon the Group maintaining certain minimum ownership of our common stock as well as imposing duties of confidentiality and securities law compliance.

Effective March 13, 2023, our board determined to appoint Mr.

Smith to our board.

Insider Trading Policy

The Company has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees.

The policy is designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

Code of Ethics

We have adopted a Code of Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code is available on our website, www.ivfh.com, and it has been publicly filed with, and is available for free from the Securities and Exchange Commission.

The information on or accessed through our website is deemed not to be incorporated in this Annual Report or to be part of this Annual Report.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than ten percent of our common stock, file reports of ownership and changes in ownership with the SEC.

Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file.

Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended December 31, 2023, all of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements, except that, due to administrative errors, the following forms were filed late:

Samuel Klepfish filed a Form 4 on February 22, 2023 to report a transaction that occurred on February 17, 2023.

James Pappas filed a Form 4 on November 17, 2023 to report a transaction that occurred on November 14, 2023.

Executive Compensation

The following table sets forth information concerning the compensation for services rendered to us for the two years ended December 31, 2023, of our Chief Executive Officer and our other named executive officers, determined in accordance with SEC rules applicable to smaller reporting companies, our principal financial officer and our highest compensated officer whose annual compensation exceeded $100,000 in the fiscal year ended December 31, 2023, if any.

We refer to the Chief Executive Officer and these other officers as the named executive officers.

SUMMARY COMPENSATION TABLE

Incentive Plan

Robert W Bennett, CEO

Brady L Smallwood, COO

Gary Schubert, CFO

Sam Klepfish, former CEO

Justin Wiernasz, former Director of Strategic Operations

Richard Tang, former CFO

(a) Amount reflects the full grant-date fair value of restricted stock granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named executive officer.

The award is subject to a market performance condition and, as such, the grant date fair value of the award is the full grant date fair value, as adjusted to reflect any reduction that is appropriate for the probability that the market condition might not be met.

(b) Amount reflects the cost of health insurance premiums paid in the amount of $32,491 and $167,300 paid to taxing authorities for withholding taxes on stock issued to Mr.

Bennett during the period.

(c) Amount reflects the fair value of stock appreciation rights granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named executive officer.

(d) Amount reflects the cost of health insurance premiums paid

(e) Amount reflects payments to Mr.

Schubert as a consultant to the Company prior to his hiring.

(f) Amount reflects the period cost of separation charges in the amount of $1,819,199 to be paid to Mr.

Klepfish and health insurance premiums in the amount of $585

(g)Amount reflects the period cost of separation charges in the amount of $126,451 to be paid to Mr.

Weirnasz and health insurance premiums in the amount of $4,558.

(h) Amount consists of the period cost of separation charges in the amount of $128,413 to be paid to Mr.

Tang and health insurance premiums in the amount of $18,419.

Employment Agreements

Our subsidiary, Food Innovations, has employment agreements with certain officers and certain employees.

The employment agreements provide for salaries and benefits, including stock grants and extend up to three years.

In addition to salary and benefit provisions, the agreements include defined commitments should the employer terminate the employee with or without cause.

On February 3, 2023, we entered into an Executive Employment Agreement with Robert William Bennett (the “RWB Agreement”).

Defined terms used and not defined herein shall have the meanings assigned them in the RWB Agreement.

On February 3, 2023, we entered into an Executive Employment Agreement with Robert William Bennett (the “RWB Agreement”).

The RWB Agreement provides, among other things, for Mr.

Bennett to become our Company’s Chief Executive Officer;

Bennett, and one designee, to be nominated to the Company’s Board of Directors during his tenure as CEO;

employment at-will with an initial term of employment from February 28, 2023 through December 31, 2025 with 12 months of Base Salary as severance payments if terminated without cause or resignation with Good Reason;

an annual Base Salary of $375,000 with at least 3% annual increases with additional annual increases of 20% if certain cash flow metrics are met;

a $50,000 signing bonus;

an additional Bonus, triggered based on certain conditions being met, of up to $300,000 payable over time;

annual incentive bonus equal to at least 50% of Base Salary;

reimbursement of legal fees up to $10,000;

and participation in the Company’s benefit plans.

Bennett is also subject to the Company’s clawback policies and certain restrictive covenants including confidentiality, non-compete and non-solicitation.

On November 3, 2023, we entered into an amendment to the RWB Agreement (the “RWB Amendment”).

The RWB Amendment modifies Section 3(c) of the agreement, which provides for certain equity grants, referred to as “Value Achievement Awards,” under which Mr.

Bennett, upon the achievement of certain goals, is able to earn grants of Company Shares, as defined in the RWB Agreement, based on a percentage of the Company’s Shares issued and outstanding as of a given date.

The Company recognizes that the hiring of Mr.

Bennett was protracted, and that the original RWB Agreement calculated the number of Shares to be granted in connection with the Value Achievement Awards on the basis of the number of Shares outstanding as of October 2022 (47,176,550 shares).

This number does not account for additional shares that were issued to a departing executive and to certain other employees of the Company thereafter.

As such, the agreement was modified to ensure that the equity grants contained within the RWB Agreement are based upon that 48,756,694 Shares outstanding as of March 28, 2023.

All other terms of the RWB Agreement remained unchanged.

Pursuant to the RWB Amendment, Mr.

Bennett is eligible for stock grants based upon the market price of the Company’s common stock meeting certain price points at various 60-day volume weighted prices, as described in the chart below:

Stock Threshold Target

Number of Shares Granted

The lower of (x) the number of Shares (rounded down to the nearest whole Share) representing 2.00% of the total number of issued and outstanding Shares on the Grant Date of this Value Achievement Award or (y) 975,133

The lower of (x) the number of Shares (rounded down to the nearest whole Share) representing 1.50% of the total number of issued and outstanding Shares on the Grant Date of this Value Achievement Award or (y) 731,350

The lower of (x) the number of Shares (rounded down to the nearest whole Share) representing 1.00% of the total number of issued and outstanding Shares on the Grant Date of this Value Achievement Award or (y) 487,567

The lower of (x) the number of Shares (rounded down to the nearest whole Share) representing 0.75% of the total number of issued and outstanding Shares on the Grant Date of this Value Achievement Award or (y) 365,675

The lower of (x) the number of Shares (rounded down to the nearest whole Share) representing 0.50% of the total number of issued and outstanding Shares on the Grant Date of this Value Achievement Award or (y) 243,783

Brady Smallwood

On April 14, 2023, we entered into an employment agreement with Mr.

Brady Smallwood in connection with his appointment to the position of Chief Operating Officer (the “Smallwood Employment Agreement”).

Defined terms used and not defined herein shall have the meanings assigned them in the Smallwood Employment Agreement.

The Smallwood Employment Agreement provides, among other things, for Mr.

Smallwood to become the Company’s Chief Operating Officer;

employment at-will with an initial term of employment from May 15, 2023 through December 31, 2025 with nine months of Base Salary as severance payments if terminated without cause or resignation with Good Reason;

an annual Base Salary of $300,000 with at least 3% annual increases;

a $29,370 signing bonus;

an annual incentive bonus equal to at least $80,000 (prorated for partial years);

reimbursement of legal fees up to $5,000;

a one-time option grant of 1.5 million stock options with half exercisable at a price of $1.50 per share and half exercisable at a price pf $2.00 per share;

and participation in the Company’s benefit plans.

Smallwood is also subject to the Company’s clawback policies and certain restrictive covenants including confidentiality, non-compete and non-solicitation.

In addition, Mr.

Smallwood is eligible for stock grants based upon the market price of the Company’s common stock meeting certain price points at various 60-day volume weighted prices, as described in the chart below:

Number of Shares Granted - Lower of:

Number of Shares Issued

and Outstanding on

Grant Date Multiplied by:

Pursuant to the Smallwood Employment Agreement, the Company agreed to grant to Mr.

Smallwood 1,500,000 stock appreciation rights (the “Smallwood SARs”).

The Smallwood SARs vest upon issuance, and expire on December 31, 2026;

750,000 of the Smallwood SARs are priced at $1.50 per share, and 750,000 are priced at $2.00 per share.

It is the Company’s intention to settle the Smallwood SARs in cash.

Gary Schubert

On December 22, 2023, our board of directors appointed Mr.

Gary Schubert to the position of Chief Financial Officer of the Company, effective January 1, 2024.

Defined terms used and not defined herein shall have the meanings assigned them in the Schubert Employment Agreement.

In connection with his appointment, the Company entered into an employment agreement with Mr.

Schubert on December 29, 2023 (the “Schubert Employment Agreement”).

Defined terms used and not defined herein shall have the meanings assigned them in the Schubert Employment Agreement.

The Schubert Employment Agreement provides, among other things, for Mr.

Schubert to become the Company’s Chief Financial Officer;

at-will employment with an initial term of employment from January 1, 2024 through June 30, 2026 with nine months of Base Salary as severance payments if terminated without cause or resignation with Good Reason;

an annual Base Salary of $280,000 with at least 3% annual increases;

a $30,000 signing bonus;

an annual incentive bonus equal to at least $60,000 (prorated for partial years);

and reimbursement of legal fees up to $5,000.

Schubert is also subject to the Company’s clawback policies and certain restrictive covenants including confidentiality, non-compete and non-solicitation.

In addition, Mr.

Schubert is eligible for stock grants based upon the market price of the Company’s common stock meeting certain price points at various 60-day volume weighted prices, as described in the chart below:

Stock Threshold Target

Number of Shares Granted

The lower of (x) the number of Shares (rounded down to the nearest whole Share) representing 0.40% of the total number of issued and outstanding Shares on the Grant Date of this Value Achievement Award or (y) 131,085

The lower of (x) the number of Shares (rounded down to the nearest whole Share) representing 0.30% of the total number of issued and outstanding Shares on the Grant Date of this Value Achievement Award or (y) 98,313

The lower of (x) the number of Shares (rounded down to the nearest whole Share) representing 0.20% of the total number of issued and outstanding Shares on the Grant Date of this Value Achievement Award or (y) 65,542

The lower of (x) the number of Shares (rounded down to the nearest whole Share) representing 0.15% of the total number of issued and outstanding Shares on the Grant Date of this Value Achievement Award or (y) 49,157

The lower of (x) the number of Shares (rounded down to the nearest whole Share) representing 0.10% of the total number of issued and outstanding Shares on the Grant Date of this Value Achievement Award or (y) 32,771

Compensation Committee Interlocks and Insider Participation

Outstanding Equity Awards at Fiscal Year-End as of December 31, 2023

Option Awards

Number of Securities Underlying Unexercised

Number of Securities Underlying Unexercised Options(#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options(#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

Brady Smallwood

December 28, 2025

(a) Stock awards vest upon the market price of the Company’s common stock meeting certain price points at various 60-day volume weighted prices through December 31, 2025 according to the following schedule:

707,649 shares at $0.80 per share;

471,766 shares at a price of $1.00 per share;

353,824 shares at a price of $1.20 per share;

353,824 shares at a price of $1.40 per share;

235,883 shares at a price of $1.60 per share;

235,883 shares at a price of $1.80 per share;

and 235,883 shares at a price of $2.00 per share.

(b) Stock awards vest upon the market price of the Company’s common stock meeting certain price points at various 60-day volume weighted prices through December 31, 2025 according to the following schedule:

196,627 shares at $0.87 per share;

147,470 shares at a price of $1.16 per share;

98,313 shares at a price of $1.45 per share;

73,735 shares at a price of $1.74 per share;

75,735 shares at a price of $2.03 per share;

49,157 shares at a price of $2.32 per share;

49,157 shares at a price of $2.61 per share.

and 49,157 shares at a price of $2.90 per share.

An additional 125,000 restricted stock awards will vest contingent upon the attainment of a stock price of $2.00 per share for 20 consecutive trading days, and an additional 175,000 restricted stock awards will vest contingent upon the attainment of a stock price of $3.00 per share for 20 consecutive trading days.

(d) The stock awards are contingent on the executive (A) remaining employed by the Company through the applicable grant date, (B) continuing to comply with all of the terms and conditions of his employment agreement and the restrictive covenants agreement through the applicable grant date, and (C) making or entering into arrangements satisfactory to the Company, prior to each applicable grant date, to comply with all applicable tax withholding obligations.

(e) 50,000 options are exercisable at $0.60 per share and 50,000 options are exercisable at $1.00 per share.

Amounts are calculated by multiplying the number of shares shown in the table by $ 0.74 per share, which is the closing price of common stock on December 30, 2023 (the last trading day of the 2023 fiscal year).

Director Compensation

The Company’s Directors serve without compensation.

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

The following table sets forth certain information as of March 3, 2023, 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 March 5, 2023.

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.

Name and Address of Beneficial Owners

Number of Shares Beneficially Owned

Percent of Class

Pappas (Director)

Hank Cohn (Director)

Jefferson Gramm (Director)

Mark Schmulen (Director)

Sam Klepfish (Director)

Bill Bennett (Officer, Director)

Brady Smallwood (Officer, Director)

Smith (Director)

Gary Schubert

Inlight Wealth Management

A group consisting of Denver J.

Smith, CRC Founders Fund, LP, Donald E.

Smith, Richard G.

Hill, Samuel N.

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

All officers and directors as a whole (9 persons)

Includes 8,247,917 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.

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 February 15, 2023.

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

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 3,485,000 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.

Information gathered from a Form 4 filed with the Securities and Exchange Commission on February 10, 2023.

Includes 104,910 shares of common stock owned by Mr.

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

Consists of 703,851 shares owned by Mr.

Smith and 3,253,474 shares owned by various funds or businesses for which he provides investment advice.

Includes all but 89,464 shares described in note (7).

Pursuant to a Schedule 13G filed on January 9, 2024 with the Securities Exchange Commission, the address of Inlight Wealth Management is 1175 Peachtree St NE Suite 350, Atlanta, GA 30361.

Amount consists of 2,208,069 shares with sole voting and dispositive power, and 1,348,357 shares with shared dispositive power.

Pursuant to a Schedule 13D/A filed on March 13, 2024 with the Securities and Exchange Commission, for a group of investors which includes Mr.

Denver Smith (see footnote 6).

Smith disclaims beneficial interest over 89,464 shares owned by certain members of the group for which he has no voting power.

The group uses an address of 350 S Race Street, Denver, CO, 80209.

Consists of 24,650,994 shares of common stock held by officers and directors.

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”.

Cohn, Smallwood, Pappas, Schmulen, Gramm and Smith are “independent” and only Messrs.

Bennett, by virtue of being an Officer, and Klepfish, by virtue of being a former Officer, are not independent.

Bennett does not participate in board discussions concerning his compensation.

Principal Accountant Fees and Services

The Company engaged Assurance Dimensions, Inc.

as our independent registered public accounting firm effective November 10, 2022.

Total engagement fees of Assurance Dimensions, Inc.

covering the years ended December 31, 2023 and 2022 were approximately $210,000.

The Company engaged Liggett & Webb P.A.

(“LW”) as our independent registered public accounting from November 9, 2012 through November 9, 2022.

During the years ended December 31, 2023 and 2022, LW billed us audit fees of approximately $0 and $174,000, respectively.

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by Assurance Dimensions and by LW that are reasonably related to the performance of the audit or review of our consolidated financial statements including our quarterly interim reviews on Form 10-Q and are reported under Audit Fees above.

Assurance Dimensions tax fees were $0 and $0 for the years ended December 31, 2023 and 2022, respectively.

All Other Fees

Assurance Dimension, Inc.

has not billed us any other fees since their engagement on November 10, 2022.

LW has not billed any other fees since their engagement on November 9, 2012.

For the fiscal years ended December 31, 2023 and 2022 the board of directors considered the audit fees, audit-related fees, tax fees and other fees paid to our accountants, as disclosed above, and determined that the payment of such fees was compatible with maintaining the independence of the accountants.

Our board of directors pre-approves all auditing services and all permitted non-auditing services (including the fees and terms thereof) to be performed by our independent registered public accounting firm, except for de minimis non-audit services that are approved by the board of directors prior to the completion of the audit.

information required by Part III is incorporated by reference to the Company’s proxy statement to be filed for the 2025 Annual

Exhibits and Financial Statement Schedules

Incorporation (incorporated by reference to exhibit 3.1 of the Company’s annual report on Form 10-KSB for the year ended December

31, 2004 filed with the Securities and Exchange Commission on September 28, 2005)

Amended Bylaws

of the Company (incorporated by reference to exhibit 3.2 of the Company’s annual report Form 10-K for the year ended December

31, 2010 filed with the Securities and Exchange Commission on March 16, 2011)

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)

Description of Securities

Agreement dated as of January 10, 2018 between Food Funding, LLC, a subsidiary of the registrant and UPS Capital Business Credit

(incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 30, 2018)

Fifth Amendment

to Restated Loan Agreement dated February 28, 2018 between Fifth Third Bank and the registrant and its subsidiaries (incorporated

by reference to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 29, 2018).

Promissory Note

of the registrant and its subsidiaries in favor of Fifth Third Bank dated as of February 28, 2018 (incorporated by reference to the

Company’s Form 10-K filed with the Securities and Exchange Commission on March 29, 2018).

Draw Promissory

Note of the registrant and its subsidiaries in favor of Fifth Third Bank dated as of March 13, 2018 (incorporated by reference to

the Company’s Form 10-K filed with the Securities and Exchange Commission on March 29, 2018).

and Security Agreement dated March 13, 2018 between Fifth Third Bank and the registrant and its subsidiaries (incorporated by reference

to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 29, 2018).

Director Agreement dated as of January 28, 2019 (incorporated by reference to the Company’s Form 8-K filed with the Securities

and Exchange Commission on February 1, 2019)

Eighth Amendment

to Restated Loan Agreement dated as of November 9, 2019 between Fifth Third Bank, National Association, and the Registrant and certain

of its subsidiaries (incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission

on November 14, 2019).

Promissory Note

effective November 9, 2019 between Fifth Third Bank, National Association, and Innovative Food Properties, LLC, a wholly-owned subsidiary

of the Registrant (incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on

November 14, 2019).

Mortgage, Assignment

of Leases, Fixture Filing and Security Agreement date as of November 9, 2019 between Fifth Third Bank, National Association, and

Innovative Food Properties, LLC, a wholly-owned subsidiary of the Registrant (incorporated by reference to the Company’s Form

10-Q filed with the Securities and Exchange Commission on November 14, 2019).

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.

Management LLC.

*(incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on

August 31, 2021).

Loan Agreement

dated as of June 6, 2022 between the Registrant, Innovative Food Properties, LLC and MapleMark Bank (FL, IL) (incorporated by reference

to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 14, 2022).

Loan Agreement

dated as of June 6, 2022 between the Registrant, Innovative Food Properties, LLC and MapleMark Bank (PA) (incorporated by reference

to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 14, 2022).

Loan Agreement

dated as of June 6, 2022 between the Registrant and MapleMark Bank (incorporated by reference to the Company’s Form 8-K filed

with the Securities and Exchange Commission on June 14, 2022).

Board Observer

Agreement dated as of November 28, 2022 between the Registrant and Denver J.

Smith (incorporated by reference to the Company’s

Form 8-K filed with the Securities and Exchange Commission on November 29, 2022).

Agreement with Robert William Bennett dated as of February 3, 2023 (incorporated by reference to the Company’s Form 8-K filed

with the Securities and Exchange Commission on February 7, 2023)

Amendment to the Employment Agreement with Robert William Bennett dated as of November 3, 2023 (incorporated by reference to the

Company’s Form 8-K filed with the Securities and Exchange Commission on November 9, 2023)

Agreement with Brady Smallwood dated as of April 14, 2023 (incorporated by reference to the Company’s Form 8-K filed with the

Securities and Exchange Commission on May 17, 2023)

of Non-Plan Stock-Appreciation Right Award Grant Notice and Award Agreement with Brady Smallwood dated as of July 7, 2023 (incorporated

by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 12, 2023)

Agreement with Gary Schubert dated as of December 29, 2023 (incorporated by reference to the Company’s Form 8-K filed with

the Securities and Exchange Commission on January 3, 2024)

Amended and Restated Asset Purchase Agreement, dated August 30, 2024, between Innovative Gourmet LLC, iGourmet LLC and Advansiv Gourmet Group, Inc.

(incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 4, 2024)

Transition Services Agreement, dated August 30, 2024, between Innovative Gourmet LLC, iGourmet LLC and Advansiv Gourmet Group, Inc.

(incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 4, 2024)

Asset Purchase Agreement, dated October 14, 2024, by and among Innovative Food Holdings, Inc., Golden Organics, Inc.

and David Rickard (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 18, 2024)

Form of Seller Financing Note (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 18, 2024)

Purchase Agreement by and between the Company and Gulf Coast Aluminum, dated December 12, 2023 (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 16, 2024)

Articles of Incorporation (incorporated by reference to exhibit 3.1 of the Company’s annual report on Form 10-KSB for the year ended December 31, 2004 filed with the Securities and Exchange Commission on September 28, 2005)

Amended Bylaws of the Company (incorporated by reference to exhibit 3.2 of the Company’s annual report Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 16, 2011)

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)

Loan Agreement between the registrant and Fifth Third Bank effective February 26, 2013 (incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2013)

Security Agreement between the registrant and Fifth Third Bank effective February 26, 2013 (incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2013)

Mortgage by registrant in favor of Fifth Third Bank effective February 26, 2013 (incorporated by reference to exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2013)

Note by registrant in favor of Fifth Third Bank effective February 26, 2013 (incorporated by reference to exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2013)

Employment Agreement with Sam Klepfish dated as of March 29, 2017 (incorporated by reference to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 30, 2017)

Asset Purchase Agreement dated as of January 22, 2018 by and among Innovative Gourmet, LLC, a subsidiary of the registrant, and igourmet LLC and igourmet NY LLC (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 30, 2018)

Loan Sale Agreement dated as of January 10, 2018 between Food Funding, LLC, a subsidiary of the registrant and UPS Capital Business Credit (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 30, 2018)

Fifth Amendment to Restated Loan Agreement dated February 28, 2018 between Fifth Third Bank and the registrant and its subsidiaries (incorporated by reference to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 29, 2018).

Promissory Note of the registrant and its subsidiaries in favor of Fifth Third Bank dated as of February 28, 2018 (incorporated by reference to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 29, 2018).

Draw Promissory Note of the registrant and its subsidiaries in favor of Fifth Third Bank dated as of March 13, 2018 (incorporated by reference to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 29, 2018).

Master Loan and Security Agreement dated March 13, 2018 between Fifth Third Bank and the registrant and its subsidiaries (incorporated by reference to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 29, 2018).

Employment Agreement with Sam Klepfish dated as of January 28, 2019 (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 1, 2019)

Form of Director Agreement dated as of January 28, 2019 (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 1, 2019)

Eighth Amendment to Restated Loan Agreement dated as of November 9, 2019 between Fifth Third Bank, National Association, and the Registrant and certain of its subsidiaries (incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019).

Promissory Note effective November 9, 2019 between Fifth Third Bank, National Association, and Innovative Food Properties, LLC, a wholly-owned subsidiary of the Registrant (incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019).

Mortgage, Assignment of Leases, Fixture Filing and Security Agreement date as of November 9, 2019 between Fifth Third Bank, National Association, and Innovative Food Properties, LLC, a wholly-owned subsidiary of the Registrant (incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019).

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).

Loan Agreement dated as of June 6, 2022 between the Registrant, Innovative Food Properties, LLC and MapleMark Bank (FL, IL) (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 14, 2022).

Loan Agreement dated as of June 6, 2022 between the Registrant, Innovative Food Properties, LLC and MapleMark Bank (PA) (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 14, 2022).

Loan Agreement dated as of June 6, 2022 between the Registrant and MapleMark Bank (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 14, 2022).

Board Observer Agreement dated as of November 28, 2022 between the Registrant and Denver J.

Smith (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 29, 2022).

Employment Agreement with Robert William Bennett dated as of February 3, 2023 (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 7, 2023)

First Amendment to the Employment Agreement with Robert William Bennett dated as of November 3, 2023 (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 9, 2023)

Employment Agreement with Brady Smallwood dated as of April 14, 2023 (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 17, 2023)

Form of Non-Plan Stock-Appreciation Right Award Grant Notice and Award Agreement with Brady Smallwood dated as of July 7, 2023 (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 12, 2023)

Employment Agreement with Gary Schubert dated as of December 29, 2023 (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 3, 2024)

Code of Ethical Conduct (incorporated by reference to exhibit 14.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on July 12, 2023)

Subsidiaries of the Company

Rule 13a-14(a) Certification of Chief Executive Officer

Rule 13a-14(a) Certification of Principal Accounting Officer

Rule 1350 Certification of Chief Executive Officer

Rule 1350 Certification of Principal Accounting Officer

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.

Asset Purchase Agreement by and between M Innovations LLC and M Specialty Foods Inc., dated October 31, 2024.

Ethical Conduct (incorporated by reference to exhibit 14.1 of the Company’s Form 8-K filed with the Securities and Exchange

Commission on July 12, 2023)

Trading Policy

Subsidiaries of

Rule 13a-14(a)

Certification of Chief Executive Officer

Rule 13a-14(a)

Certification of Principal Accounting Officer

Certification of Chief Executive Officer

Certification of Principal Accounting Officer

Recovery Policy

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

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

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

The Company agrees to furnish supplementally any omitted schedules to the Securities

and Exchange Commission upon request.

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.

INNOVATIVE FOOD HOLDINGS, INC.

/s/ Robert William Bennett

Robert William Bennett

Chief Executive Officer and Director

March 21, 2024

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.

/s/ Robert William Bennett

Robert William Bennett

Chief Executive Officer and Director

( Principal Executive Officer )

March 20, 2025

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.

/s/ Robert William

Chief Executive

Officer and Director

Robert William Bennett

1 unchanged sentence

/s/ Gary Schubert

Chief Financial Officer

March 21, 2024

Chief Financial

Gary Schubert

(Principal Accounting Officer)

( Principal Financial and Accounting Officer )

/s/ Hank Cohn

March 21, 2024

/s/ Jefferson Gramm

March 21, 2024

/s/ Jefferson

Jefferson Gramm

March 21, 2024

/s/ Brady Smallwood

March 21, 2024

Brady Smallwood

/s/ Mark Schmulen

March 21, 2024

Mark Schmulen

/s/ Sam Klepfish

March 21, 2024

/s/ Denver J.

March 21, 2024

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