IVFH Innovative Food Holdings Inc - 8-K

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, September 16, 2025 and October 3,
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 and September 29, 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 November 13, 2025, the
Parties entered into the Third Amendment to Agreement of Purchase and Sale (the “ Third Amendment ”) to (i) reduce the
total purchase price from $9,825,000 to $9,225,000, (ii) acknowledge the expiration of the inspection period, and (iii) specify that the
closing date shall be 60 days following the date of the Third Amendment, with options for Mountaintop Holdings to extend such date up
to two times by written notices and payments of additional extension deposits. As a condition to the effectiveness of the Third Amendment,
Mountaintop Holdings has agreed to deposit additional earnest money in the amount of $150,000.

The foregoing description
of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third 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

Third 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)

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