INNOVATIVE FOOD HOLDINGS INC 8-K

What Happened Innovative Food Holdings, Inc. announced that Sam Klepfish exercised his right under a February 3, 2023 side letter to the Release Agreement to serve as a Board Observer. Mr. Klepfish notified the company on May 20, 2026, and the Board acknowledged his observer status on June 5, 2026. The observer role is non‑voting and subject to the side letter’s terms, including confidentiality and privilege-related exclusions.

Key Details

• Side letter dated February 3, 2023 grants Klepfish the right to be a Board Observer if he is not a director and (a) owns at least 3% of outstanding common stock or (b) is owed any amount under the Release Agreement.
• Klepfish exercised this right on May 20, 2026; Board acknowledged on June 5, 2026.
• Board Observer may attend all Board and committee meetings in a non‑voting capacity and receive meeting materials contemporaneously, subject to exclusions (e.g., to preserve attorney‑client privilege).
• The observer has no voting rights and, except as expressly stated in the side letter, has no fiduciary duties to the company or its stockholders.

Why It Matters For investors, this filing signals that a significant shareholder or counterparty (Klepfish) now has formal access to Board meetings and materials, which can increase transparency into the company’s governance and strategy. The role does not give voting power or fiduciary obligations, and certain sensitive materials may be withheld to protect attorney‑client privilege, so the observer’s access has clear limits.