UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 1331, 2025

Innovative Food Holdings, Inc.

(Exact name of registrant as specified in its charter)

Florida		000-09376		20-1167761
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2528 S 27th Ave Broadview, IL		60155
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (239) 596-0204

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act: None

Item 1.01 Entry into a Material Definitive Agreement.

AsOn ~~previously~~January ~~disclosed in the Current Reports on Form 8-K filed with the Securities and Exchange Commission on August 1~~6, ~~2025~~2026, ~~September 16, 2025 and October 3, 2025,~~ Innovative Food Holdings, Inc., a Florida corporation (the “Company”), ~~through its subsidiary, Innovative Food Properties LLC, a Delaware limited liability company (“Innovative Properties”),~~ entered into an ~~Agreement~~employment ofagreement ~~Purchase and Sale, dated as of July 28, 2025 and amended on September 11, 2025 and September 29, 2025~~ (the “~~Purchase~~Liarakos Agreement”), with ~~Mountaintop~~Argie ~~Holdings~~Liarakos, ~~LLC,~~pursuant ato ~~New~~which ~~York~~Mr. ~~limited~~Liarakos ~~liability~~shall ~~company~~be ~~(“Mountaintop~~appointed ~~Holdings,”~~as ~~together with Innovative Properties,~~ the ~~“Parties”).~~Executive ~~Pursuant~~Vice toPresident ~~the~~of ~~Purchase~~Commercial ~~Agreement,~~Operations ~~Innovative~~and ~~Properties agreed to sell certain real property~~Execution ~~with~~of ~~improvements~~the ~~and certain personal property~~Company, ~~contracts~~effective ~~and~~on ~~intangibles~~or ofabout ~~Innovative~~January ~~Properties to Mountaintop Holdings for a total purchase price of $9~~6,~~825,000,~~ ~~payable in three tranches~~2025.

OnMr. ~~November 13~~Liarakos, ~~2025~~age 62, ~~the~~served ~~Parties~~as ~~entered~~President ~~into~~of ~~the~~AMP ~~Third~~Foodservice ~~Amendment~~Solutions, toa ~~Agreement~~company ofproviding ~~Purchase~~strategic advisory and ~~Sale~~operational ~~(the~~support ~~“Third~~services ~~Amendment”)~~ to ~~(i)~~food ~~reduce the~~manufacturers ~~total~~and ~~purchase~~distributors, ~~price~~focused ~~from~~on $9sales execution,~~825,000~~ topricing $9optimization,~~225,000,~~ ~~(ii)~~and ~~acknowledge~~sustainable ~~the~~growth ~~expiration~~within of the ~~inspection~~foodservice ~~period~~industry, ~~and~~from ~~(iii)~~February 2025 ~~specify~~to ~~that~~November ~~the closing~~2025. ~~date~~From ~~shall~~January be2024 60to ~~days~~February ~~following~~2025, ~~the~~Mr. ~~date~~Liarakos ofserved as the ~~Third~~President ~~Amendment~~at Food Innovations, ~~with~~Gourmet ~~options~~Foodservice Group, ~~for~~Artisan ~~Mountaintop~~Specialty ~~Holdings~~Foods. Prior to ~~extend~~that, ~~such~~Mr. ~~date~~Liarakos ~~up to~~served ~~two~~as ~~times~~President byat ~~written~~Artisan ~~notices~~Specialty ~~and~~Foods, ~~payments~~Inc., a subsidiary of ~~additional~~the Company, ~~extension~~from ~~deposits.~~September As2013 ato ~~condition~~February 2025. From 2012 to ~~the~~2013, ~~effectiveness~~Mr. ofLiarakos served as the ~~Third~~LCC ~~Amendment~~Business Developer at Sysco Corporation, ~~Mountaintop~~a ~~Holdings~~global ~~has~~leader ~~agreed~~in selling, marketing and distributing food products to ~~deposit~~restaurants, ~~additional~~healthcare ~~earnest~~and ~~money~~educational facilities, lodging establishments and other customers who prepare meals away from home. Mr. Liarakos received his degree in ~~the~~Business ~~amount~~Administration ofand ~~$150,000~~Management from Morton College.

~~The~~Pursuant ~~foregoing~~to ~~description~~the Liarakos Agreement, Mr. Liarakos is entitled to (i) an annual base salary of ~~the~~$260,000, ~~Third~~payable ~~Amendment~~at ~~does~~least ~~not~~monthly ~~purport~~and subject to beannual ~~complete~~review and ispotential increases ~~qualified~~by inthe ~~its~~Chief ~~entirety~~Executive byOfficer ~~reference~~of tothe Company and Board of Directors (the ~~full~~“Board”) ~~text~~compensation committee, (ii) an annual incentive of 15% of the ~~Third~~base ~~Amendment~~salary, contingent on performance and continued employment, payable in cash by March 15 of the ~~which~~year isfollowing ~~filed~~the performance year, (iii) a bonus of $100,000 in cash or stock and $60,000 in stock for his first year of employment with the Company, and (iv) a performance-based equity grant of 150,000 shares of common stock under the Company’s 2011 Stock Option Plan, as ~~Exhibit~~amended, ~~10.1~~vesting toin ~~this~~three ~~Current~~installments ~~Report~~based on ~~Form~~financial ~~8-K~~performance goals and ~~incorporated~~continued ~~herein~~employment, bywith ~~reference~~acceleration of unvested shares upon a change of control.

Mr. Liarakos’s employment with the Company shall terminate upon the first of the following: (i) December 31, 2028 (the “Expiration Date”), unless extended by mutual written agreement of the parties prior to the Expiration Date; (ii) death; (iii) the termination due to disability upon not less than 30-day prior written notice by the Company to Mr. Liarakos; (iv) the written notice by the Company to Mr. Liarakos of a termination for cause; (v) the not less than 30-day prior written notice by the Company to Mr. Liarakos of an involuntary termination without cause; (vi) the written notice by Mr. Liarakos to the Company of a resignation for good reason; and (vii) the not less than 30-day prior written notice by Mr. Liarakos to the Company of a resignation without good reason.

There are no arrangements or understandings between the Company and Mr. Liarakos pursuant to which Mr. Liarakos was appointed and there is no family relationship between or among any director or executive officer of the Company or Mr. Liarakos. There are no transactions, to which the Company is or was a participant and in which Mr. Liarakos has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

The foregoing descriptions of the Liarakos Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Liarakos Agreement, which is filed as Exhibits 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Items 1.01 and 8.01 is incorporated by reference in this Item 5.02.

Item 8.01 Other Events.

As of December 31, 2025, the employment agreement of Brady Smallwood, dated April 14, 2023, expired by its own terms. As a result, effective as of such date, Mr. Smallwood ceased to serve as the Company’s Chief Operating Officer. The Company is evaluating its operational needs and expects to reallocate the responsibilities previously held by Mr. Smallwood among members of the Company’s management team while it considers potential next steps.

Mr. Smallwood continues to serve as a member of the Board.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit		Description
10.1		~~Third~~Employment ~~Amendment to~~ Agreement ~~of Purchase and Sale~~, dated ~~September~~January 296, ~~2025~~2026, by and between ~~Innovative~~the ~~Food~~Company ~~Properties LLC~~ and ~~Mountaintop~~Argie ~~Holdings, LLC~~Liarakos
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INNOVATIVE FOOD HOLDINGS, INC.
Dated: November 14, 2025	By:	/s/ Gary Schubert
Dated: January 7, 2026	By:	/s/ Gary Schubert
		Gary Schubert
		Chief Executive Officer

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