What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-31 compared with 2025-03-20 · 141 added, 171 removed, 39 unchanged (89% of the section changed)

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.

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 corporation.

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

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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.

ingredients available, and distribute them directly from our robust network of vendors and warehouses typically 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,

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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.

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.

service our customers from two warehouses:

a 28K square foot facility in the greater Chicago area, and a 22K square foot facility in

the greater Denver 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.

are dependent on internal technology systems and third-party platforms to support core operations, including order intake and processing

across multiple sales channels, product and pricing data management, vendor communications, inventory recordkeeping, warehouse operations,

and shipping and logistics coordination.

Order information is transmitted electronically in many cases through integrations and other

interfaces to our warehouse operations and vendor partners, and certain workflows may include manual review steps and exception handling.

Our warehouse fulfillment processes use a combination of system-generated documentation and manual execution, including paper-based picking

in certain facilities, supported by inventory location records and standard operating procedures.

We receive shipment status information

and delivery confirmations through carrier systems and third-party platforms where available;

however, visibility and automation levels

vary by carrier and shipment type, including between parcel and freight shipments.

Packaging and refrigerant requirements are generally

determined using product attributes and shipping configurations maintained in our systems and standard packing protocols, with operational

adjustments made by warehouse personnel as appropriate.

of the date of this report, we distribute thousands of 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.

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.

Royale mushrooms, and artisan cheeses..

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

provide customer service support to customers by telephone, email, and other communication channels.

Customer service personnel assist

with order placement, product availability, substitutions, product specifications, and delivery-related inquiries.

In certain cases,

personnel with culinary experience may also provide product usage guidance.

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

logistics team receives shipping information on all products ordered, and packages are monitored from origin to 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

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

igourmet.com (the “Purchased Assets”), for total consideration of $700,000.

This transaction was closed on October

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.

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

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 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

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

Pursuant to the M innovation APA, M Specialty purchased right, title, and interest in and to the assets of M Innovation

in exchange of assuming the gift card liability of $174,637.

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”),

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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.

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 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.

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.

In connection with the LoCo APA, Ms.

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.

Our subsidiary, Innovative Food Properties LLC,

a Delaware limited liability company ("Innovative Properties"), entered into an Agreement of Purchase and Sale dated July 28,

2025, as amended on September 11, 2025, September 29, 2025, and November 13, 2025, with Mountaintop Holdings, LLC, a New York limited

liability company ("Mountaintop Holdings").

Pursuant to the agreement, Innovative Properties agreed to sell to Mountaintop Holdings

certain real property located at 220 Oak Hill Road, Mountaintop, Pennsylvania 18707, together with all rights, title, improvements, easements,

and appurtenant interests, which is improved with warehouse facilities, as well as certain personal property, contracts, and intangibles

of Innovative Properties.

The sale closed on March 6, 2026, at which time Innovative Properties received gross proceeds of $9.225 million.

are focused on specialty foodservice distribution across Local Distribution, National Distribution, and Digital Channels.

We have exited

the direct-to-consumer ecommerce business.

In Digital Channels, we distribute products through drop-ship arrangements and e-commerce

channels, including third-party distributor platforms and other sales channels.

In Local Distribution, we focus on our Chicago and Denver

markets through Artisan and Golden Organics operations.

In National Distribution, we serve customers outside of our local footprint through

our warehouse network and third-party logistics providers.

revenue is concentrated on a limited number of customers, we may seek to reduce customer concentration over time through channel and

customer diversification;

however, there can be no assurance that such efforts will be successful.

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

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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.

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

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 Illinois.

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

The Company also carries an Umbrella policy of up to $11,000,000 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.

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

The Company carries a Commercial Property

Policy for its building in PA, with a limit of up to $12,350,000.

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.

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.

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.

Compliance 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.

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

As of the date of this report,

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.

of our employees are represented by a union.

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

208, Bonita Springs, Florida 34135;

of December 31, 2025, we employed approximately 70 employees.

Our workforce includes personnel supporting warehouse operations and logistics,

merchandising and procurement, sales and customer service, and corporate functions, including finance, technology, and human resources.

We also utilize seasonal or temporary labor in certain periods.

None of our employees are represented by a union.

executive offices are located at 2528 S.

27th Ave., Broadview, Illinois, 60155;

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.

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.

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