Innovative Food Holdings Enters Material Agreement

TL;DR

IFH just signed a big deal, expect financial moves.

AI Summary

Innovative Food Holdings, Inc. entered into a material definitive agreement on October 14, 2024. The company also created a direct financial obligation or an obligation under an off-balance sheet arrangement. The filing also includes other events and financial statements and exhibits.

Why It Matters

This filing indicates a significant new agreement for Innovative Food Holdings, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into new material agreements and financial obligations inherently carries risks related to execution and financial impact.

Key Players & Entities

• Innovative Food Holdings, Inc. (company) — Registrant
• October 14, 2024 (date) — Date of earliest event reported
• Florida (location) — State of incorporation
• 000-09376 (other) — SEC File Number
• 20-1167761 (other) — IRS Employer Identification No.
• 9696 Bonita Beach Rd, Suite 208 (address) — Principal executive offices
• Bonita Springs (location) — City of principal executive offices
• 34135 (other) — Zip code of principal executive offices

FAQ

Key Financial Figures

• $1,750,000 — n ") for an aggregate purchase price of $1,750,000, which price is subject to net accounts
• $1,400,000 — s and consists of (a) a cash payment of $1,400,000 at the closing of the Transaction (the
• $350,000 — Closing ") and (b) a promissory note of $350,000, payable to the Seller (the " Seller Fi

Filing Documents

• innovfood20241018_8k.htm (8-K) — 33KB
• ex_734542.htm (EX-10.1) — 309KB
• ex_734543.htm (EX-10.2) — 30KB
• ex_734652.htm (EX-99.1) — 12KB
• ivfh_logo1.jpg (GRAPHIC) — 4KB
• 0001185185-24-001009.txt ( ) — 577KB
• ivfh-20241014.xsd (EX-101.SCH) — 3KB
• ivfh-20241014_lab.xml (EX-101.LAB) — 19KB
• ivfh-20241014_pre.xml (EX-101.PRE) — 10KB
• innovfood20241018_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On October 14, 2024, Innovative Food Holdings, Inc., a Florida corporation (the " Company "), entered into an asset purchase agreement (the " APA ") with Golden Organics, Inc., a Colorado corporation (the " Seller "), and David Rickard (the " Owner ," together with the Seller, collectively, the " Seller Parties "). Pursuant to the APA, the Company has agreed to (i) purchase substantially all of the properties, business, and assets of the Seller used and/or useful in the operation of the Seller's business of wholesaling bulk organic ingredients and other related food products and (ii) assume certain liabilities and obligations of the Seller (such transaction, the " Transaction ") for an aggregate purchase price of $1,750,000, which price is subject to net accounts receivable adjustments and consists of (a) a cash payment of $1,400,000 at the closing of the Transaction (the " Closing ") and (b) a promissory note of $350,000, payable to the Seller (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. The APA contains customary representations and warranties, as well as five-year non-competition and non-solicitation covenants of the Seller Parties. Under the APA, the Owner 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 APA may be terminated by mutual written consent or written notice from the Company to the Seller Parties in the event of (x) a breach of co

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

01

Item 8.01 Other Events. On October 18, 2024, the Company issued a press release announcing the entry of the APA. 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+^ Asset Purchase Agreement, dated October 14, 2024, by and among Innovative Food Holdings, Inc., Golden Organics, Inc. and David Rickard. 10.2 Form of Seller Financing Note. 99.1 Press Release, dated October 18, 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: October 18, 2024 By: /s/ Robert William Bennett Robert William Bennett Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR