Departure of Directors or Certain

On January 30, 2020, our Board of Directors expanded the size of the Board and appointed James C. Pappas and Mark Schmulen (the New Directors) to fill the two newly created vacancies.

Prior to Mr. Pappas appointment to the Board, as described in a Current Report on Form 8-K filed on January 30, 2020 (the January 8-K), the Company and Mr. Pappas entered into an Agreement (the Agreement) which, among other things, provided that (i) the Company (x) will support the continued directorships of the New Directors at the next two annual meetings and (y) after 18 months will appoint another nominee of JCP (as defined in the Agreement) to the Board and support such nominee at the next annual meeting, provided that such nominee shall be subject to the approval (which shall not be unreasonably withheld) of the Nominating and Corporate Governance Committee of the Board and the Board after exercising their good faith customary due diligence process and fiduciary duties; and (ii) JCP and the Company agreed to certain standstill provisions, as more fully described in the Agreement.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which was filed as an exhibit to the January 8-K and is incorporated by reference herein..

Item 9.01Financial Statements and Exhibits

(d)

Exhibits

10.1

Agreement dated as of January 28, 2020 by and between the Company, James C. Pappas and the affiliated JCP entities set forth in the signature page thereto (incorporated by reference from Current Report on Form8-K filed on January 30, 2020)

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.

INNOVATIVE FOOD HOLDINGS, INC.

Dated: February 5, 2020

By:

/s/ SAM KLEPFISH

Sam Klepfish, CEO

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