What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-20 · 125 added, 48 removed, 138 unchanged (56% of the section changed)

6 unchanged sentences

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.

our Chief Executive Officer (the “Certifying Officer”), 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

of our management, including our Certifying Officer, 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

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

Management ’ s

12 unchanged sentences

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.

Evaluation of Disclosure Controls and Procedures

Company’s management, with the participation of its Chief Executive Officer, evaluated the effectiveness of the Company’s

disclosure controls and procedures as of December 31, 2025.

Disclosure controls and procedures are designed to ensure that information

required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is

recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange

on this evaluation, and because of the material weaknesses in internal control over financial reporting described below, management concluded

that the Company’s disclosure controls and procedures were not effective as of December 31, 2025.

Report on Internal Control Over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as defined in Rules

13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.

Internal control over financial reporting is a process

designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external reporting purposes in accordance with U.S.

generally accepted accounting principles.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

In addition, 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 policies or procedures may deteriorate.

conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025

using the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December

31, 2025 due to the material weaknesses described below.

Weaknesses in Internal Control Over Financial Reporting

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is

a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

management’s evaluation of internal control over financial reporting, management identified material weaknesses related to information

technology general controls over certain applications that support the Company’s financial reporting processes.

Management identified material weaknesses related

to information technology general controls over certain applications that support the Company’s financial reporting processes.

Specifically,

management identified deficiencies associated with (a) effective user access controls to appropriately segregate duties and adequately

restrict user and privileged access, (b) effective controls to monitor, document and approve application changes, and (c) effective controls

related to monitoring of critical jobs.

As a result of these deficiencies and certain account reconciliation and review controls that

were not effectively designed in fully mitigating the related risks, automated process- level and manual controls within the financial

reporting cycles that rely on information generated from such financially relevant systems were not considered effective.

management determined that these deficiencies constituted material weaknesses in internal control over financial reporting as of December

material weaknesses identified above did not result in any material misstatements in our financial statements or disclosures, and there

were no changes to previously released financial results.

Our management concluded that the consolidated financial statements included

in this Annual Report on Form 10-K, present fairly, in all material respects, our financial position, results of operations, and cash

flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or U.S.

has begun implementing measures designed to remediate the material weaknesses described above.

These remediation efforts include:

● Formalizing information

technology governance procedures related to user access administration, periodic access reviews, and application change management for

systems supporting financial reporting;

● Enhancing documentation,

approval, testing, and tracking procedures for application changes;

● Reviewing user

roles and access permissions within relevant applications and implementing additional role-based access governance procedures, as appropriate;

● Enhancing the documentation,

retention, and review of system change logs and other relevant system activity logs;

● Strengthening documentation

of existing monitoring controls related to system interfaces, application functionality, and data validation processes.

will continue to evaluate the design and operating effectiveness of these remediation efforts.

The material weaknesses will not be considered

remediated until the applicable controls have been fully implemented, tested, and determined to be operating effectively for a sufficient

period of time.

Limitations over Internal Controls

27 unchanged sentences

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

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 January 31, 2012)

Amended Bylaws

4 unchanged sentences

and Exchange Commission on September 14, 2021)

Description of Securities

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 March 13, 2023)

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 May 23, 2023)

of Securities (incorporated by reference to exhibit 4.1 of the Company’s annual report Form 10-K for the year ended December

31, 2024 filed with the Securities and Exchange Commission on March 20, 2025)

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

30 unchanged sentences

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).

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

Loan Agreement

21 unchanged sentences

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.

and Restated Asset Purchase Agreement, dated August 30, 2024, between Innovative Gourmet LLC, iGourmet LLC and Innovative Gourmet

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

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)

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

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

(incorporated

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

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)

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)

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)

Purchase Agreement by and between M Innovations LLC and M Specialty Foods Inc., dated October 31, 2024 (incorporated by reference to exhibit 10.26 of the Company’s

Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 20, 2025)

Innovative Food Holdings, Inc.

2025 Equity Incentive Plan (incorporated

by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 3, 2025)

of Purchase and Sale, dated July 28, 2025, by and between Innovative Food Properties LLC and Mountaintop Holdings, LLC.

(incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 1,

Amendment to Agreement of Purchase and Sale, dated September 11, 2025, by and between Innovative Food Properties LLC and Mountaintop

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

Second Amendment to Agreement of Purchase and Sale, dated September

29, 2025, by and between Innovative Food Properties LLC and Mountaintop Holdings, LLC (incorporated by reference to the Company’s

Form 8-K filed with the Securities and Exchange Commission on October 3, 2025)

Executive Employment Agreement, dated October 3, 2025, by and between

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

on October 9, 2025)

Separation Agreement and General Release, dated October 4, 2025, by

and between the Company and Bill Bennett (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange

Commission on October 9, 2025)

Third Amendment to Agreement of Purchase and Sale, dated September

29, 2025, by and between Innovative Food Properties LLC and Mountaintop Holdings, LLC (incorporated by reference to the Company’s

Form 8-K filed with the Securities and Exchange Commission on November 14, 2025)

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

Letter from Assurance Dimensions, LLC addressed to the Audit Committee

of the Company dated April 28, 2025 (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange

Commission on May 01, 2025)

Letter from Stephano Slack LLC, dated September 22, 2025 (incorporated

by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 23, 2025)

Trading Policy (incorporated by reference to exhibit 19.1 of the Company’s Annual

Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 20, 2025)

Subsidiaries of

the Company (incorporated by reference to exhibit 21 of the Company’s Annual

Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 20, 2025)

Rule 13a-14(a)

3 unchanged sentences

Certification of Chief Executive Officer

Certification of Principal Accounting Officer

Recovery Policy

Recovery Policy (incorporated by reference to exhibit 97.1 of the Company’s annual

report Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 20, 2025)

XBRL Instance Document

5 unchanged sentences

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.

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.

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.

Robert William Bennett

Chief Executive Officer and Director

( Principal Executive Officer )

FOOD HOLDINGS, INC.

Gary Schubert

Executive Officer

Executive Officer, Principal Financial and Accounting Officer )

March 31, 2026

1 unchanged sentence

Registrant and in the capacities and on the dates indicated.

/s/ Robert William

Chief Executive

Officer and Director

Robert William Bennett

( Principal Executive Officer )

/s/ Gary Schubert

Chief Financial

Gary Schubert

( Principal Financial and Accounting Officer )

/s/ Hank Cohn

/s/ Jefferson

Jefferson Gramm

/s/ Brady Smallwood

Executive Officer

Executive Officer, Principal Financial and Accounting Officer )

Brady Smallwood

/s/ Mark Schmulen

Mark Schmulen

/s/ Sam Klepfish

/s/ Denver J.

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