SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
|
INNOVATIVE FOOD HOLDINGS INC (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
45772H202 (CUSIP Number) |
JAMES C. PAPPAS JCP INVESTMENT MANAGEMENT, LLC, 1177 West Loop South, Suite 1320 Houston, TX, 77027 713-333-5540 RYAN NEBEL OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/15/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
CUSIP No. | 45772H202 |
1 |
Name of reporting person
JCP Investment Partnership, LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC, OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
8,290,675.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
15.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 45772H202 |
1 |
Name of reporting person
JCP Investment Partners, LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
8,290,675.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
15.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 45772H202 |
1 |
Name of reporting person
JCP Investment Holdings, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
8,290,675.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
15.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 45772H202 |
1 |
Name of reporting person
JCP Investment Management, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF, OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
9,909,167.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
18.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 45772H202 |
1 |
Name of reporting person
Pappas James C | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
9,909,167.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
18.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
(b) | Name of Issuer:
INNOVATIVE FOOD HOLDINGS INC | |
(c) | Address of Issuer's Principal Executive Offices:
2528 S 27TH AVE, BROADVIEW,
ILLINOIS
, 60155. | |
Item 1 Comment:
This filing was triggered due to an increase in the number of outstanding Shares of the Issuer. | ||
Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated to read as follows:
The Shares owned by JCP Partnership and held in certain accounts managed by JCP Management (the "JCP Accounts") were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business), except as otherwise noted. Of the 8,290,675 Shares beneficially owned by JCP Partnership, 8,073,051 of such Shares have an aggregate purchase price of approximately $3,956,566, excluding brokerage commissions, and 217,624 of such Shares were acquired in connection with an in-kind contribution as further explained in Amendment No. 1 to the Schedule 13D. The aggregate purchase price of the 1,618,492 Shares beneficially owned by the JCP Accounts is approximately $1,733,553, excluding brokerage commissions. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 54,785,684 Shares outstanding as of May 8, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.
As of the date hereof, JCP Partnership directly beneficially owned 8,290,675 Shares, constituting approximately 15.1% of the Shares outstanding. JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of the 8,290,675 Shares owned by JCP Partnership, constituting approximately 15.1% of the Shares outstanding. JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the 8,290,675 Shares owned by JCP Partnership, constituting approximately 15.1% of the Shares outstanding.
As of the date hereof, 1,618,492 Shares were held in the JCP Accounts, constituting approximately 3.0% of the Shares outstanding.
JCP Management, as the investment manager of JCP Partnership and the JCP Accounts, may be deemed the beneficial owner of the (i) 8,290,675 Shares owned by JCP Partnership and (ii) 1,618,492 Shares held in the JCP Accounts, constituting approximately 18.1% of the Shares outstanding. Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 8,290,675 Shares owned by JCP Partnership and (ii) 1,618,492 Shares held in the JCP Accounts, constituting approximately 18.1% of the Shares outstanding.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. | |
(b) | Item 5(b) is hereby amended and restated to read as follows:
Each of JCP Partnership, JCP Partners, JCP Holdings, JCP Management and Mr. Pappas may be deemed to share the power to vote and dispose of the Shares owned by JCP Partnership.
Each of JCP Management and Mr. Pappas may be deemed to share the power to vote and dispose of the Shares held in the JCP Accounts. | |
(c) | Item 5(c) is hereby amended and restated to read as follows:
There have been no transactions in securities of the Issuer by the Reporting Persons during the past sixty days. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|