Innovative Food Holdings Files 8-K

TL;DR

IFHD filed an 8-K on Aug 30 for a material agreement. Details TBD.

AI Summary

Innovative Food Holdings, Inc. announced on August 30, 2024, that it entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits as part of this 8-K filing. The exact nature of the agreement and the financial details are not specified in the provided text.

Why It Matters

This filing indicates a significant corporate event or agreement for Innovative Food Holdings, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent significant opportunities or risks for the company, but the lack of specific details makes the immediate impact uncertain.

Key Players & Entities

• Innovative Food Holdings, Inc. (company) — Registrant
• August 30, 2024 (date) — Date of earliest event reported
• 0-9376 (company) — Commission File Number
• 20-1167761 (company) — IRS Employer Identification No.
• Florida (company) — State of incorporation
• 9696 Bonita Beach Rd, Suite 208 (company) — Principal executive offices address
• Bonita Springs (company) — City of principal executive offices
• 34135 (company) — Zip code of principal executive offices
• (239) 596-0204 (company) — Registrant's telephone number

FAQ

Key Financial Figures

• $525,000 — (the " Purchased Assets "). At closing, $525,000 was paid to Innovative Gourmet, and an
• $175,000 — o Innovative Gourmet, and an additional $175,000 will be paid to Innovative Gourmet 30 d

Filing Documents

• innovfood20240904_8k.htm (8-K) — 27KB
• ex_721326.htm (EX-10.1) — 167KB
• ex_721327.htm (EX-10.2) — 63KB
• ex_721328.htm (EX-99.1) — 6KB
• ivfh_logo1.jpg (GRAPHIC) — 4KB
• 0001185185-24-000868.txt ( ) — 448KB
• ivfh-20240830.xsd (EX-101.SCH) — 3KB
• ivfh-20240830_def.xml (EX-101.DEF) — 10KB
• ivfh-20240830_lab.xml (EX-101.LAB) — 19KB
• ivfh-20240830_pre.xml (EX-101.PRE) — 10KB
• innovfood20240904_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On August 30, 2024, Innovative Gourmet LLC (" Innovative Gourmet "), which is a wholly-owned subsidiary of Innovative Food Holdings, Inc. (the " Company "), and iGourmet, LLC, which is a wholly-owned subsidiary of Advansiv Gourmet Group, Inc. (the " Buyer ") closed the transaction contemplated by that certain Asset Purchase Agreement, dated August 6, 2024, between Innovative Gourmet and the Buyer (as subsequently amended and restated on August 30, 2024, the " APA ", and such transaction, the " Transaction "). Pursuant to the APA, Innovative Gourmet sold to Buyer substantially all of its assets related to marketing and selling certain artisan foods and related drop-ship fulfillment services (the " Purchased Assets "). At closing, $525,000 was paid to Innovative Gourmet, and an additional $175,000 will be paid to Innovative Gourmet 30 days after closing. In connection with the closing of the Transaction, Innovative Gourmet and the Buyer entered into a Transition Services Agreement, dated August 30, 2024 (the " TSA "), pursuant to which Innovative Gourmet will provide certain inventory and fulfilment services related to the Purchased Assets (the " Transition Services ") for a period of thirty days after closing. The foregoing summaries of the APA and TSA are not complete and are subject to, and qualified in their entirety by, the provisions of the APA and the TSA, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

01

Item 8.01 Other Events. On September 4, 2024, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Description 10.1+^ Amended and Restated Asset Purchase Agreement, dated August 30, 2024, between Innovative Gourmet LLC, iGourmet LLC and Advansiv Gourmet Group, Inc. 10.2^ Transition Services Agreement, dated August 30, 2024, between Innovative Gourmet LLC, iGourmet LLC and Advansiv Gourmet Group, Inc. 99.1 Press Release, dated September 4, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL) + Certain portions of this exhibit are omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are not material and are the type that the Company treats as private or confidential. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request. ^ Certain portions of the exhibit have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

SIGNATURES

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: September 4, 2024 By: /s/ Robert William Bennett Robert William Bennett Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR