UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 2018
 
Innovative Food Holdings, Inc.
(Exact name of registrant as specified in its charter)

Florid 0-9376   20-1167761
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

28411 Race Track Road, Bonita Springs, Florida
34135
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (239) 596-0204
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 
Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the authority granted by Article XII of our Bylaws, Article III, Section 11 of the Bylaws was amended to permit the Board of Directors to remove, with or without cause, a director appointed by the Board of Directors by the affirmative vote of a majority of directors.

The foregoing description of the revised Bylaw is qualified in its entirety by reference to the revised Bylaw, a copy of which is filed as an exhibit to this Form 8-K and is incorporated by reference in this Item 5.03.

Item 9.01 Financial Statements and Exhibits
 
(d)
Exhibits
 
Exhibit
Description
3(ii)
 


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:  January 23, 2018
 
 
         By: /s/ Sam Klepfish                                    
                  Sam Klepfish, CEO
 
   
 

 

Exhibit Index

Exhibit
Description
3(ii)
 
 
 
 
 
 
 
 

 
Exhibit 3(ii)
Revised Bylaw
 
11.  Removal.  Except as otherwise provided in the Articles of Incorporation or in these By-Laws, any director may be removed, either with or without cause, at any time, by the affirmative vote of the holders of the percentage of stock required for his election. The vacancy in the Board of Directors caused by any such removal may be filled by such shareholders at such meeting, or, if the shareholders at such meeting shall fail to fill such vacancy, by the Board of Directors as provided in paragraph 12 of this Article. The Board of Directors may remove, with or without cause, a director appointed by the Board of Directors by the affirmative vote of a majority of directors.