UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Registrant’s telephone number, including area code:
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):
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:
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Item 1.01 |
Entry into a Material Definitive Agreement. |
On August 6, 2024, igourmet LLC (“igourmet”), which is a wholly-owned subsidiary of Innovative Food Holdings, Inc. (the “Company”), and Advansiv Gourmet Group, Inc. (“Buyer”) entered into an Asset Purchase Agreement (the “APA”). Pursuant to the APA, igourmet will sell to Buyer substantially all of its assets related to marketing and selling certain artisan foods and related drop-ship fulfillment services (the “Purchased Assets”), for total consideration of $700,000. At signing, $175,000 was placed into escrow. At closing, $350,000 will be paid to igourmet, and the $175,000 escrow will be released. An additional $175,000 will be paid to igourmet 30 days after closing. The Company expects the transaction to close within the next 30 days. The APA contains customary representations, warranties and covenants, and provides for customary indemnification obligations of the parties. The closing of the transaction contemplated by the APA (the “Transaction”) is subject to customary closing conditions.
The foregoing summary of the APA is not complete and is subject to, and qualified in its entirety by, the provisions of the APA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 8.01 |
Other Events. |
On August 8, 2024, the Company issued a press release announcing 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.
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Item 9.01. |
Financial Statements and Exhibits |
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(d) |
Exhibits |
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Exhibit |
Description |
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10.1+^ |
Asset Purchase Agreement between igourmet and Advansiv Gourmet Group, Inc., dated August 6, 2024 |
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99.1 |
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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
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.
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INNOVATIVE FOOD HOLDINGS, INC. |
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Dated: August 12, 2024 |
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By: /s/ Robert William Bennett Robert William Bennett |
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Chief Executive Officer and Director (Principal Executive Officer) |