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Innovative Food Holdings, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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| Florida | 0-9376 | 20-1167761 |
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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3845 Beck Blvd., Suite 805, Naples, Florida
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34114
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(Address of Principal Executive Offices)
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(Zip Code)
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(a)(1)(i)
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On May 23, 2011 we were advised via email from Christopher Brown that he is resigning from our board of directors. Inasmuch as Dr. Brown’s email stated that he was resigning from Food Innovations, which is one of our operating subsidiaries, of which he is not a director, our counsel contacted Dr. Brown and pointed out this error and Dr. Brown responded by sending the following email on May 24, 2011, “thank you for correcting my resignation . I am therefore resigning from the Board of Innovative Food Holdings, Inc.” A copy of those emails are included with this filing as an exhibit. The board was promptly informed of his resignation. Three days later, on May 26, 2011, Dr. Brown sent a further email (a copy of which is filed herewith as an exhibit) claiming that his resignation was not effective until after he reviewed our statement about his resignation. His email stated “I have not approved my resignation and therefore am not resigned until I approve the release of the statement which is to be sent to the SEC . I asked for final approval in my resignation . Until that time I remain a director of the company and until I approve that release . I clearly stated that in my letter of resignation .” Based upon his resignation emails of May 23 and May 24, 2011, which are attached as exhibits exactly as received, it is apparent to us, and to our counsel, that Dr. Brown’s later email on May 26, 2011 stating that he is not resigning is a nullity and therefore Dr. Brown is no longer one of our directors. A copy of his May 26, 2011 email quoted above is filed herewith as an exhibit in its entirety and exactly as received.
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(a)(1)(ii)
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Dr. Brown was not on any committee of the board of directors, although as described in our previous public filings, our board does not currently have any committees and the entire board acts in place of the committees |
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(a)(1)(iii)
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In his email informing us of his resignation, Dr. Brown stated “I have at issue several factors with legal council [sic] and the Board for which "I believe " there is a direct dispute as it relates to shareholder value the senior note holders and full disclosure . You will also need to address the fact that no annual meeting has been performed as outlined in the companies documents .” In a second email sent three minutes later Dr. Brown stated “I forgot .. I am also concerned about the lack of disclosure for the forged documents .”
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We are aware that no annual meeting has occurred due to the monetary cost involved. However, even prior, and unrelated to Dr. Brown’s comments, we had been planning to call an annual meeting and it is expected to take place within the next several months.
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(a)(3)
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No later than the day this report is filed, we will provide a copy to Dr. Brown and inform him of the opportunity to furnish us, as promptly as possible, with a letter addressed to us stating whether he agrees with the statements we made in this report and, if not, stating the respects in which he does not agree. In the event we receive such a letter we will file it with SEC as an exhibit by an amendment to this report within two business days after its receipt.
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(c)
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Exhibits.
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Exhibit
Number
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Description
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17.1*
17.2*
17.3*
17.4*
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INNOVATIVE FOOD HOLDINGS, INC.
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Dated: May 27, 2011
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By: /s/ Sam Klepfish
Sam Klepfish, CEO
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Exhibit
Number
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Description
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17.1
17.2
17.3
17.4
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