INNOVATIVE FOOD HOLDINGS INC 8-K

What Happened

• Innovative Food Holdings, Inc. (IVFH) filed an 8-K reporting it entered into an employment agreement with Argie Liarakos (the “Liarakos Agreement”), dated January 6, 2026, to appoint him as Executive Vice President of Commercial Operations and Execution (appointment stated as effective on or about January 6, 2025, per the filing).
• The filing also reports that as of December 31, 2025, the employment agreement of Chief Operating Officer Brady Smallwood expired and he ceased serving as COO; Mr. Smallwood remains a member of the Board.

Key Details

• Liarakos compensation: $260,000 annual base salary (paid at least monthly), plus an annual incentive equal to 15% of base salary (performance contingent).
• First-year payments to Liarakos include a $100,000 bonus (cash or stock) and $60,000 in stock; plus a performance-based equity grant of 150,000 common shares vesting in three installments tied to financial goals and continued employment, with acceleration on a change of control.
• Liarakos employment term runs through December 31, 2028 unless extended; standard termination events enumerated (death, disability, termination for cause, involuntary termination without cause, resignation with/without good reason).
• Brady Smallwood’s COO role ended effective December 31, 2025; the company plans to reallocate his responsibilities among management while evaluating next steps.

Why It Matters

• Management change: hiring a senior commercial operations executive and the expiration of the COO’s employment are material leadership moves that could affect sales execution and operational oversight.
• Compensation and dilution: Liarakos’s package includes cash bonuses and a 150,000-share equity grant that vests on performance and could accelerate on a change of control—items investors should watch for potential dilution and expense recognition.
• Operational continuity: the company intends to redistribute the former COO’s duties internally pending further decisions, which may influence near-term operational execution and investor signaling about succession planning.