UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Current Reports on Form 8-K filed with the Securities and Exchange Commission on August 1, 2025 and September 16, 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 of Purchase and Sale, dated as of July 28, 2025 and amended on September 11, 2025 (the “Purchase Agreement”), with Mountaintop Holdings, LLC, a New York limited liability company (“Mountaintop Holdings,” together with Innovative Properties, the “Parties”). Pursuant to the Purchase Agreement, Innovative Properties agreed to sell certain real property with improvements and certain personal property, contracts and intangibles of Innovative Properties to Mountaintop Holdings for a total purchase price of $9,825,000, payable in three tranches.
On September 29, 2025, the Parties entered into Second Amendment to Agreement of Purchase and Sale (the “Second Amendment”) to extend the inspection period, which expires on September 29, 2025, under the Purchase Agreement, to expire on October 6, 2025, in exchange for an additional earnest money deposit in the amount of $50,000 to be made by Mountaintop Holdings.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit | Description | |
| 10.1 | Second Amendment to Agreement of Purchase and Sale, dated September 29, 2025, by and between Innovative Food Properties LLC and Mountaintop Holdings, LLC | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
1
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 3, 2025 | By: | /s/ James C. Pappas |
| James C. Pappas | ||
| Chairman | ||
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Exhibit 10.1
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is entered into effective as of September 29, 2025 (the “Effective Date”), by and between INNOVATIVE FOOD PROPERTIES LLC, a Delaware limited liability company (“Seller”), and MOUNTAINTOP HOLDINGS, LLC, a New York limited liability company (“Purchaser”).
Recitals
A. Seller and Purchaser are parties to that certain Agreement of Purchase and Sale dated as of July 28, 2025, as amended by that certain First Amendment to Agreement of Purchase and Sale dated as of September 11, 2025 (“First Amendment”; and together, the “Purchase Agreement”), relating to the purchase and sale of approximately 15.0 acres located in Mountaintop, Pennsylvania, as more particularly described in the Purchase Agreement. Capitalized terms used but not otherwise defined in this Amendment will have the meanings given to such terms in the Purchase Agreement.
B. Seller and Purchaser desire to amend the Purchase Agreement as described herein.
Agreement
NOW, THEREFORE, for good and valuable consideration received by them, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
1. Incorporation of Recitals. The foregoing recitals are true and correct and are incorporated into this Amendment by reference.
2. Consideration; Extension Deposit. Seller has agreed to enter into this Amendment in consideration and exchange of an additional earnest money deposit in the amount of Fifty Thousand and No/100 Dollars ($50,000.00), in immediately accessible funds, deposited with the Title Company (hereinafter, the “Second Extension Deposit”). The Second Extension Deposit shall, together with the Initial Deposit, Additional Deposit, and Extension Deposit made pursuant to the First Amendment, be collectively referred to as the “Deposit”, as defined in Section 3(b) of the Purchase Agreement, and disbursed and/or refunded accordingly. This Amendment shall not be effective or binding until the Title Company receives full payment of the Second Extension Deposit. In the event that the Purchaser elects to pursue this transaction and waives its due diligence rights, the Extension Deposit made pursuant to the First Amendment and the Second Extension Deposit shall be credited toward the Additional Deposit outlined in the Purchase Agreement.
3. Section 6(a) - Inspection Period. The Inspection Period is hereby amended to expire on Monday, October 6, 2025.
4. Miscellaneous. Except as amended herein, the Purchase Agreement will remain unmodified and in full force and effect in accordance with its terms. This Amendment may be executed in two or more counterparts, a complete set of which will constitute a single original. This Amendment may be executed by electronic means. Emailed PDF signatures hereon or other electronic signatures will be deemed original signatures for all purposes.
[SIGNATURES TO FOLLOW ON NEXT PAGE]
The parties have executed this Amendment as of the Effective Date.
| SELLER: | ||
| INNOVATIVE FOOD PROPERTIES LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Brady Smallwood | |
| Name: | Brady Smallwood | |
| Title: | COO | |
| PURCHASER: | ||
| MOUNTAINTOP HOLDINGS, LLC, | ||
| a New York limited liability company | ||
| By: | /s/ Breina Bruck | |
| Name: | Breina Bruck | |
| Title: | Authorized Signatory | |