0001214659-19-000196.txt : 20190108 0001214659-19-000196.hdr.sgml : 20190108 20190108115726 ACCESSION NUMBER: 0001214659-19-000196 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190108 DATE AS OF CHANGE: 20190108 GROUP MEMBERS: 73114 INVESTMENTS, LLC GROUP MEMBERS: CRC FOUNDERS FUND, LP GROUP MEMBERS: DONALD E. SMITH GROUP MEMBERS: PARATUS CAPITAL, LLC GROUP MEMBERS: RICHARD G. HILL GROUP MEMBERS: SAMUEL N. JURRENS GROUP MEMBERS: YOUTH PROPERTIES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INNOVATIVE FOOD HOLDINGS INC CENTRAL INDEX KEY: 0000312257 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 201167761 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31874 FILM NUMBER: 19515106 BUSINESS ADDRESS: STREET 1: 28411 RACE TRACK ROAD CITY: BONITA SPRINGS STATE: FL ZIP: 34135 BUSINESS PHONE: 239-596-0204 MAIL ADDRESS: STREET 1: 28411 RACE TRACK ROAD CITY: BONITA SPRINGS STATE: FL ZIP: 34135 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA SOLARCO INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Smith Denver Johnson CENTRAL INDEX KEY: 0001705119 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 52 CARLSON DRIVE CITY: MILFORD STATE: CT ZIP: 06460 SC 13D/A 1 m18190sc13da6.htm AMENDMENT NO. 6

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

INNOVATIVE FOOD HOLDINGS, INC.

(Name of Issuer)

 

COMMON STOCK

 
(Title of Class of Securities)

 

45772H202
(CUSIP Number)

 

DENVER J. SMITH

52 CARLSON DRIVE

MILFORD, CT 06460

(405) 830 - 3274

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

12/31/18

(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

  765,637 shares

 

8

 

SHARED VOTING POWER

  1,042,488 shares

 

9

 

SOLE DISPOSITIVE POWER

  765,637 shares

 

10

 

SHARED DISPOSITIVE POWER

  1,042,488 shares

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,808,125 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)

  5.4%

 

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

  191,864 shares

 

8

 

SHARED VOTING POWER

  0

 

9

 

SOLE DISPOSITIVE POWER

  191,864 shares

 

10

 

SHARED DISPOSITIVE POWER

  0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

191,864 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)

  0.6%

 

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)

  2.5%

 

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

  39,300 shares

 

8

 

SHARED VOTING POWER

  45,820 shares

 

9

 

SOLE DISPOSITIVE POWER

  39,300 shares

 

10

 

SHARED DISPOSITIVE POWER

  45,820 shares

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

85,120 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)

  0.3%

 

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

  51,349 shares

 

8

 

SHARED VOTING POWER

  191,864 shares

 

9

 

SOLE DISPOSITIVE POWER

  51,349 shares

 

10

 

SHARED DISPOSITIVE POWER

  191,864 shares

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

243,213 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)

  0.7%

 

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)

  2.2%

 

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)

  0.2%

 

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

 

                   

    

 

 

Page 10 of 12

 

EXPLANATORY NOTE

 

 

This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) amends and supplements the prior statement on Schedule 13D (the “Schedule 13D”) as filed on May 4, 2017, amended on July 19, 2017 (“Amendment No. 2”), further amended on July 27, 2017 (“Amendment No. 3”), further amended on January 2, 2018 (“Amendment No. 4”), and further amended on May 24, 2018 (“Amendment No. 5”). This amendment is being filed by (i) Denver J. Smith, (ii) CRC Founders Fund, LP (iii) Donald E. Smith, (iv) Richard G. Hill, (v) Samuel N. Jurrens, (vi) 73114 Investments, LLC, (vii) Youth Properties, LLC, and (viii) Paratus Capital, LLC who are collectively referred to as the “Reporting Persons”, related to shares of common stock of Innovative Food Holdings, Inc., a Florida Corporation (the “Issuer”), whose principal executive offices are located at 26411 Race Track Rd, Bonita Springs, FL 34135. Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5. Except as indicated herein, the information set forth in the Schedule 13D remains unchanged in all material respects. Unless otherwise indicated, all capitalized terms used herein but not defined shall have the same meanings as set forth in the Schedule 13D.

 

This Amendment No. 6 is being filed to update the Reporting Persons beneficial ownership in securities of the Issuer. This filing is being made to correct an error in the previous filing made on January 3, 2018. The filing made on January 3, 2018 was mistakenly filed as a form SC 13G/A when in fact it was a form SC 13D/A. All other aspects of the document remain unchanged.

 

Item 1.Security and Issuer.

 

There are no amendments to Item 1 of the Schedule 13D pursuant to this Amendment No. 6.

 

Item 2.Identity and Background.

 

There are no amendments to Item 2 of the Schedule 13D pursuant to this Amendment No. 6.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

There are no amendments to Item 3 of the Schedule 13D pursuant to this Amendment No. 6. 

 

Item 4.Purpose of Transaction.

 

There are no amendments to Item 4 of the Schedule 13D pursuant to this Amendment No. 6.

 

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 1,924,774 shares, or 5.70% of the common shares outstanding of the Issuer based on 33,775,306 shares outstanding as given on the first page of the most recently filed 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. 6 as Exhibit A.

 

(d)Not applicable.

 

(e)Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Not applicable

 

Item 7.Material to be Filed as Exhibits.

 

The following has been attached: Exhibit A is a list of all transactions in the Issuer’s securities over the last 60 days made by the Reporting persons.

 

    

 

 

Page 11 of 12

 

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: Jan 3, 2019 /s/ Richard G. Hill 
   Richard G. Hill 
   
   
Dated: Jan 3, 2019 /s/ Samuel N. Jurrens
  Samuel N. Jurrens
   
   
Dated: Jan 3, 2019 /s/ Donald E. Smith
  Donald E. Smith
   
   
Dated: Jan 3, 2019 /s/ Denver J. Smith
  Denver J. Smith
   
   
Dated: Jan 3, 2019 Paratus Capital, LLC
     
  By:  /s/ Denver J. Smith
  Name:  Denver J. Smith
  Title:    Chief Strategy Officer
   
   
Dated: Jan 3, 2019 73114 Investments, LLC
   
  By: /s/ Denver J. Smith
  Name:  Denver J. Smith
  Title:    Chief Investment Officer
   
   
Dated: Jan 3, 2019 Youth Properties, LLC
   
  By: /s/ Donald E. Smith
  Name:  Donald E. Smith
  Title:    Chief Executive Officer
   
   
Dated: Jan 3, 2019 CRC Founders Fund, LP
   
  By: /s/ Denver J. Smith
  Name:  Denver J. Smith
  Title:    Lead Manager

 

    

 

 

Page 12 of 12

 

EXHIBIT A

 

Transactions In Shares Of The Issuer Within The Last 60 Days

 

Group Member Action Date Quantity Avg. Price Per Share
Denver J. Smith Open Market Sale 11/21/18 7,042 $0.50