Material Event (Form 8-K)

Item 8.01 Other Events.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2023, on February 3, 2023, Innovative Food Holdings, Inc., a Florida corporation (the "Company"), entered into a side letter (the "Side Letter") to Agreement and General Release, dated as of February 3, 2023 (the "Release Agreement"), with Sam Klepfish. Pursuant to the Side Letter, if for any reason Mr. Klepfish is not serving as a director on the Board of Directors of the Company (the "Board"), so long as Mr. Klepfish owns not less than 3% of the outstanding shares of the Company's common stock or any amount is owed to Mr. Klepfish under the Release Agreement, Mr. Klepfish shall be appointed as an observer to the Board (the "Board Observer").

On May 20, 2026, Mr. Klepfish exercised his right under the Side Letter to serve as a Board Observer. Pursuant to the Side Letter, the Board Observer is entitled to attend, in a non-voting observer capacity, all meetings of the Board and committees of the Board, in each case as provided in the Side Letter, and to receive the applicable meeting materials at the same time and in the same manner as provided to members of the Board, subject to the terms and limitations set forth in the Side Letter, including exclusions reasonably necessary to preserve attorney-client privilege. The Board Observer has no voting rights and, except as expressly set forth in the Side Letter, no fiduciary duties to the Company or its stockholders. The Side Letter also contains customary provisions regarding confidentiality.

On June 5, 2026, the Board acknowledged Mr. Klepfish's right to be a Board Observer and reiterated the parameters of his rights.