Innovative Food Holdings Files 8-K

TL;DR

Innovative Food Holdings filed an 8-K on Nov 30, 2024, covering votes, other events, and financials.

AI Summary

Innovative Food Holdings, Inc. filed an 8-K on December 5, 2024, reporting on events up to November 30, 2024. The filing indicates the submission of matters to a vote of security holders, other events, and financial statements and exhibits. The company, formerly Alpha Solarco Inc., is incorporated in Florida and its fiscal year ends on December 31.

Why It Matters

This 8-K filing provides updates on corporate actions and financial reporting for Innovative Food Holdings, Inc., which can be crucial for investors to understand the company's current status and governance.

Risk Assessment

Risk Level: low — The filing is a routine 8-K reporting on standard corporate events and financial disclosures, not indicating any immediate significant risks.

Key Numbers

• 000-09376 — SEC File Number (Identifies the company's filing history with the SEC.)
• 20-1167761 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Innovative Food Holdings, Inc. (company) — Registrant
• Alpha Solarco Inc. (company) — Former company name
• November 30, 2024 (date) — Earliest event reported date
• December 5, 2024 (date) — Filing date
• Florida (location) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — and outstanding common stock, par value $0.0001 per share, of the Company within a rang
• $1.60 — (the " Shares ") at a purchase price of $1.60 per Share, for an aggregate purchase pr
• $3,250,000 — are, for an aggregate purchase price of $3,250,000, in a private placement (the " Private

Filing Documents

• innovfood20241205_8k.htm (8-K) — 28KB
• ex_754508.htm (EX-99.1) — 11KB
• ivfh_logo1.jpg (GRAPHIC) — 4KB
• 0001185185-24-001182.txt ( ) — 166KB
• ivfh-20241130.xsd (EX-101.SCH) — 3KB
• ivfh-20241130_lab.xml (EX-101.LAB) — 19KB
• ivfh-20241130_pre.xml (EX-101.PRE) — 10KB
• innovfood20241205_8k_htm.xml (XML) — 3KB

07

Item 5.07 Submission of Matters to Vote of Security Holders. Effective November 30, 2024, the holders of a majority of the voting power of the capital stock of Innovative Food Holdings, Inc., a Florida corporation (the " Company "), executed a written consent approving a grant of discretionary authority to the board of directors of the Company (the " Board ") to, without further stockholder approval, (i) change the name of the Company to "Harvest Group Holdings, Inc." (the " Name Change ") and (ii) effect a reverse stock split of the Company's issued and outstanding common stock, par value $0.0001 per share, of the Company within a range of between one-for-three and one-for-seven (with the Board being authorized to determinate the exact ratio) (the " Reverse Stock Split ") such that the Board, in its sole discretion, may apply for a listing of the Company's common stock on the Nasdaq Stock Market LLC (" Nasdaq ") by filing an amendment (the " Amendment ") to the Company's Articles of Incorporation, as amended, with the Florida Department of State. The written consent was signed by the holders of 26,141,684 shares of the Company's common stock. Each share of common stock entitles the holder thereof to one vote on all matters submitted to stockholders. Accordingly, the holders of approximately 50.9% of the voting power of the Company's capital stock as of November 30, 2024 signed the written consent approving the Name Change, the Reverse Stock Split and the Amendment. The Board has determined that it is in the best interest of the Company to make an application for the listing of the Company's common stock on Nasdaq and also approved the Name Change, the Reverse Stock Split and the Amendment. Pursuant to rules adopted by the Securities and Exchange Commission (the " SEC ") under the Securities Exchange Act of 1934, as amended, a Schedule 14C information statement will be filed with the SEC and sent or provided to the stockholders of the Company. On December 5, 2

01

Item 8.01 Other Events. On November 30, 2024 and December 4, 2024, the Company entered into securities purchase agreements (the " SPA ") with several investors (the " Investors "), pursuant to which, among other things, the Company has agreed to issue and sell an aggregate of 2,031,250 shares of common stock of the Company (the " Shares ") at a purchase price of $1.60 per Share, for an aggregate purchase price of $3,250,000, in a private placement (the " Private Placement "). The parties expect to close the Private Placement within ten business days. The SPA contains customary representations and warranties of the Company and each of the Investors, and customary conditions to closing. Pursuant to the SPA, the Investors are entitled to piggyback registration rights. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. The issuance of the Shares to the Investors will not be registered under the Securities Act of 1933, as amended (the " Securities Act "), and is in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Description 99.1 Press Release, dated December 5, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL)

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: December 5, 2024 By: /s/ Robert William Bennett Robert William Bennett Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR