What changed in this filing

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Item 5. Other Information

2026-08-14 compared with 2026-05-20 · 45 added, 34 removed, 21 unchanged (79% of the section changed)

1 unchanged sentence

Trading Arrangements

During the quarterly period ended March 31, 2026,

During the quarterly period ended June 30, 2026,

none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule

10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation

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 on Form 10-K for the year ended December 31, 2010

filed with the SEC on March 16, 2011).

Annual Stockholders Meeting Results

On May 19, 2026, the Company held its 2026 Annual

Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting, the Company’s stockholders voted on the following

three proposals:

Proposal 1 - Election of Directors

Pappas, Mark Schmulen, Denver J.

Kozonis and Gary Schubert were each elected to serve on the Board for a one-year term that expires at the 2027 Annual Meeting

of Stockholders, or until their earlier death, resignation or removal and their successors are elected and qualified.

The final results

of the voting were as follows:

Director Nominee

Votes Against

Broker Non-Votes

Mark Schmulen

Gary Schubert

Brady Smallwood was not nominated to stand for

reelection as a director of the Company at the Annual Meeting.

Accordingly, Mr.

Smallwood retired as a director of the Company effective

May 19, 2026.

Proposal 2 - Ratification of Auditors

The Company’s stockholders ratified the

previous appointment by the Board of CBIZ CPAs P.C.

as the Company’s independent registered public accounting firm for the current

The final results of the voting were as follows:

Votes Against

Proposal 3 - Say-on-Pay

The Company’s executive compensation, by

non-binding advisory vote, was approved.

The final results of the voting were as follows:

Votes Against

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 on Form 10-K for the year ended December 31, 2010 filed with the SEC 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 SEC on January 31, 2012).

3 unchanged sentences

Amended Bylaws of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report Form 8-K filed with the SEC on May 23, 2023)

Agreement of Purchase and Sale, dated July 28, 2025, by and between Innovative Food Properties LLC and Mountaintop Holdings, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2025)

First 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 Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2025)

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 Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2025)

Third Amendment to Agreement of Purchase and Sale, dated November 13, 2025, by and between Innovative Food Properties LLC and Mountaintop Holdings, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2025)

Employment Agreement, dated

January 6, 2026, by and between the Company and Argie Liarakos (incorporated by reference to Exhibit 10.1 of the Company’s

Current Report on Form 8-K filed with the SEC on January 7, 2026)

Certification of the Principal

Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal

Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal

Executive and Financial Officer pursuant to 18 U.S.C.

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Executive and Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document

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)

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)

Filed herewith.

3 unchanged sentences

FOOD HOLDINGS, INC.

August 14, 2026

Gary Schubert

4 unchanged sentences

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-Q

Item 5. Other Information