Amended Statement of Beneficial Ownership (sc 13d/a)
August 01 2022 - 12:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
INNOVATIVE FOOD HOLDINGS, INC. |
(Name of Issuer)
COMMON STOCK |
|
(Title of Class of Securities) |
DENVER J. SMITH
350 S Race Street
DENVER, CO 80209
(405) 830 - 3274
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
07/28/2022 |
(Date of Event which Requires
Filing of this Statement)
|
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ☐
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP No. |
45772H202 |
|
Page 2
of 12 Pages |
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
|
Denver J. Smith |
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) |
|
PF |
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 Of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
|
674,471
shares |
8 |
SHARED VOTING POWER |
|
3,087,714
shares
|
9 |
SOLE DISPOSITIVE POWER |
|
674,471
shares |
10 |
SHARED DISPOSITIVE POWER |
|
3,087,714
shares
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
3,762,185
shares
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE(SEE INSTRUCTIONS) |
☐ |
|
|
(SEE INSTRUCTIONS) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
8.1%
|
14 |
TYPE OF REPORTING PERSON |
|
IN
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
45772H202 |
|
Page 3
of 12 Pages |
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
|
CRC
Founders Fund, LP
81-2726593 |
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 |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
|
2,237,090
shares
|
8 |
SHARED VOTING POWER |
|
0 |
9 |
SOLE DISPOSITIVE POWER |
|
2,237,090
shares
|
10 |
SHARED DISPOSITIVE POWER |
|
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,237,090
shares
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE(SEE INSTRUCTIONS) |
☐ |
|
|
(SEE INSTRUCTIONS) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
4.8%
|
14 |
TYPE OF REPORTING PERSON |
|
PN
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
45772H202 |
|
Page 4
of 12 Pages |
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
|
Donald E. Smith |
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) |
|
PF |
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 Of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
|
26,000 |
8 |
SHARED VOTING POWER |
|
804,804 shares |
9 |
SOLE DISPOSITIVE POWER |
|
26,000 |
10 |
SHARED DISPOSITIVE POWER |
|
804,804 shares |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
830,804 shares |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE(SEE INSTRUCTIONS) |
☐ |
|
|
(SEE INSTRUCTIONS) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
1.8% |
14 |
TYPE OF REPORTING PERSON |
|
IN
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
45772H202 |
|
Page 5
of 12 Pages |
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
|
Richard G. Hill |
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) |
|
PF |
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 Of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
|
19,300 shares |
8 |
SHARED VOTING POWER |
|
45,820 shares |
9 |
SOLE DISPOSITIVE POWER |
|
19,300 shares |
10 |
SHARED DISPOSITIVE POWER |
|
45,820 shares |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
65,120 shares |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE(SEE INSTRUCTIONS) |
☐ |
|
|
(SEE INSTRUCTIONS) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
0.1% |
14 |
TYPE OF REPORTING PERSON |
|
IN
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
45772H202 |
|
Page 6
of 12 Pages |
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
|
Samuel N. Jurrens |
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) |
|
PF |
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 Of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
|
44,164 shares |
8 |
SHARED VOTING POWER |
|
2,237,090
shares
|
9 |
SOLE DISPOSITIVE POWER |
|
44,164 shares |
10 |
SHARED DISPOSITIVE POWER |
|
2,237,090
shares
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,281,254
shares
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE(SEE INSTRUCTIONS) |
☐ |
|
|
(SEE INSTRUCTIONS) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
4.9%
|
14 |
TYPE OF REPORTING PERSON |
|
IA,
IN
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
45772H202 |
|
Page 7
of 12 Pages |
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
|
73114
Investments, LLC
26-3607132 |
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 |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Oklahoma |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
|
744,804 |
8 |
SHARED VOTING POWER |
|
0 |
9 |
SOLE DISPOSITIVE POWER |
|
744,804 |
10 |
SHARED DISPOSITIVE POWER |
|
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
744,804 shares |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE(SEE INSTRUCTIONS) |
☐ |
|
|
(SEE INSTRUCTIONS) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
1.6% |
14 |
TYPE OF REPORTING PERSON |
|
CO |
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
45772H202 |
|
Page 8
of 12 Pages |
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
|
Youth
Properties, LLC
27-2901108 |
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 |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Oklahoma |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
|
60,000 shares |
8 |
SHARED VOTING POWER |
|
0 shares |
9 |
SOLE DISPOSITIVE POWER |
|
60,000 shares |
10 |
SHARED DISPOSITIVE POWER |
|
0 shares |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
60,000 shares |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE(SEE INSTRUCTIONS) |
☐ |
|
|
(SEE INSTRUCTIONS) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
0.1% |
14 |
TYPE OF REPORTING PERSON |
|
CO |
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
45772H202 |
|
Page 9
of 12 Pages |
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
|
Paratus
Capital, LLC
46-0672795 |
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 |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Oklahoma |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
|
45,820 shares |
8 |
SHARED VOTING POWER |
|
0 |
9 |
SOLE DISPOSITIVE POWER |
|
45,820 shares |
10 |
SHARED DISPOSITIVE POWER |
|
0 shares |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
45,820 shares |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE(SEE INSTRUCTIONS) |
☐ |
|
|
(SEE INSTRUCTIONS) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
0.1% |
14 |
TYPE OF REPORTING PERSON |
|
PN
|
|
|
|
|
|
|
|
|
|
|
EXPLANATORY NOTE
The following constitutes Amendment No.
13 to the Schedule 13D filed by the reporting persons (“Amendment No. 13”). This Amendment No. 13 is being filed to update
the Reporting Persons beneficial ownership in securities of the Issuer given a greater than 1% increase in beneficial ownership. This
Amendment No. 13 amends the Schedule 13D and previous amendments as specifically detailed below.
| Item 1. | Security and Issuer. |
There are no amendments to Item 1 of the Schedule
13D pursuant to this Amendment No. 13.
| Item 2. | Identity and Background. |
There are no amendments to Item 2 of the Schedule
13D pursuant to this Amendment No. 13.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The
shares referenced in Exhibit A were purchased with $161,548 of working capital.
| Item 4. | Purpose of Transaction. |
There are no amendments to Item 4 of the Schedule 13D pursuant
to this Amendment No. 13.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended to read in its
entirety as follows:
| (a) | Please
reference pages 2 through 9 of this filing for this information as it pertains to individuals
that are part of the filing group. The Reporting Persons, acting collectively as a group,
have beneficial ownership of 3,851,649 shares, or 8.3% of the common shares outstanding of
the Issuer based on 46,649,123 shares outstanding as provided on page 1 of the Issuer’s
most recent 10-Q.
|
| (b) | Please reference pages 2 through 9 of this filing for this
information. |
| (c) | A
list of all transactions in shares of the issuer over the past 60 days has been attached
to this Amendment No. 13 as Exhibit A.
|
| Item 6. | Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer. |
There are
no amendments to Item 6 of the Schedule 13D pursuant to this Amendment No. 13.
| Item 7. | Material to be Filed as
Exhibits |
The following has been attached:
Exhibit A is a list of all transactions in shares of the issuer over the past 60 days by the reporting persons.
Signatures
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.
Dated: August 1, 2022 |
/s/ Richard G. Hill |
|
|
|
Richard G. Hill |
|
|
Dated: August 1, 2022 |
/s/ Samuel N. Jurrens |
|
|
|
Samuel N. Jurrens |
|
|
Dated: August 1, 2022 |
/s/ Donald E. Smith |
|
|
|
Donald E. Smith |
|
|
Dated: August 1, 2022 |
/s/ Denver J. Smith |
|
|
|
Denver J. Smith |
|
|
Dated: August 1, 2022 |
Paratus Capital, LLC |
|
|
|
|
By: |
/s/ Denver J. Smith |
|
|
|
Name: Denver J. Smith |
|
|
|
Title: Chief Strategy Officer |
|
|
Dated: August 1, 2022 |
73114 Investments, LLC |
|
|
|
By: |
/s/ Denver J. Smith |
|
|
|
Name: Denver J. Smith |
|
|
|
Title: Chief Investment Officer |
|
|
Dated: August 1, 2022 |
Youth Properties, LLC |
|
|
|
By: |
/s/ Donald E. Smith |
|
|
|
Name: Donald E. Smith |
|
|
|
Title: Chief Executive Officer |
|
|
Dated: August 1, 2022 |
CRC Founders Fund, LP |
|
|
|
By: |
/s/ Denver J. Smith |
|
|
|
Name: Denver J. Smith |
|
|
|
Title: Lead Manager |
Exhibit A
Transactions In Shares Of The Issuer
Within The Last 60 Days
Date |
Entity |
Type
Of Transaction |
Number
of Shares |
Average
Share Price |
5/31/22 |
CRC
Founders Fund, LP |
Open
Market Purchase |
28,000 |
$0.27 |
6/2/22 |
CRC
Founders Fund, LP |
Open
Market Purchase |
100,000 |
$0.27 |
6/3/22 |
CRC
Founders Fund, LP |
Open
Market Purchase |
4,927 |
$0.26 |
6/10/22 |
CRC
Founders Fund, LP |
Open
Market Purchase |
62,400 |
$0.23 |
6/21/22 |
CRC
Founders Fund, LP |
Open
Market Purchase |
43,929 |
$0.21 |
6/22/22 |
CRC
Founders Fund, LP |
Open
Market Purchase |
17,500 |
$0.23 |
6/23/22 |
CRC
Founders Fund, LP |
Open
Market Purchase |
16,000 |
$0.23 |
6/27/22 |
CRC
Founders Fund, LP |
Open
Market Purchase |
7,250 |
$0.24 |
6/28/22 |
CRC
Founders Fund, LP |
Open
Market Purchase |
42,707 |
$0.25 |
7/25/22 |
CRC
Founders Fund, LP |
Open
Market Purchase |
38,414 |
$0.24 |
7/26/22 |
CRC
Founders Fund, LP |
Open
Market Purchase |
35,000 |
$0.25 |
7/27/22 |
CRC
Founders Fund, LP |
Open
Market Purchase |
45,490 |
$0.25 |
7/28/22 |
CRC
Founders Fund, LP |
Open
Market Purchase |
175,000 |
$0.26 |
7/29/22 |
CRC
Founders Fund, LP |
Open
Market Purchase |
20,000 |
$0.26 |
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