Innovative Food Holdings, Inc.

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innovativefood8k083013.htm

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): August 29, 2013

Innovative Food Holdings, Inc.

(Exact name of registrant as specified in its charter)

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

26411 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On August 29, 2013, the registrant entered into an Amendment Agreement by and among the registrant and certain of its note and warrant holders containing the following points: (i) the maturity date of each note and associated interest, with the singular exception of the May 11, 2012 (the “Artisan Note”), is extended to May 15, 2014, (ii) certain terms of the warrants were adjusted as per Schedule A attached to the Agreement, (iii) the note and warrant holders agree to subordinate their security interests up to $2.5 million in relation to a potential loan by Fifth Third Bank to the Corporation (iv) interest rate on all notes are reduced to 5%, (v) the Corporation may not prepay any of the notes, and (vi) the Corporation agrees to pay off the May 11, 2012 note in the original principal amount of $1,200,000 in full if and when it receives the above-referenced bank loan.

This only purports to be a summary of the terms of the transaction documents and is qualified in its entirety by the terms of the full document, a copy of which is filed as an exhibit hereto.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits

Exhibit Description

10.1 Amendment Agreement between the registrant and certain of its note and warrant holders dated as of August 22, 2013.

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: August 30, 2013
	By: /s/ Sam Klepfish
	Sam Klepfish, CEO

EXHIBIT INDEX

Exhibit Description

10.1 Amendment Agreement between the registrant and certain of its note and warrant holders dated as of August 22, 2013.

ex10-1.htm

Exhibit 10.1

AMENDMENT AGREEMENT

This Amendment Agreement, made effective as of August 22, 2013 (the “Agreement”), is between Innovative Food Holdings, Inc., a Florida corporation (the “Company”) and the signatories hereto (each, a “Subscriber” and collectively, the “Subscribers”).

WHEREAS, the Company has issued notes as further described on Schedule B hereto as amended (the “Notes”) and warrants as further described on Schedule A hereto, as amended (the “Warrants”); and

WHEREAS, the Subscribers have a first priority security interest in the assets of the Company securing all amounts due under the Notes (the “Security Interest”); and

WHEREAS, the Company and the Subscribers have agreed to make certain changes to the terms of the Notes, Warrants and Security Interest.

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby consent and agree as follows:

1. The interest rate on the Notes is modified to 5% per annum. Default interest shall be as stated in the Notes.

2. The Maturity Date of each Note is hereby amended to May 15, 2014.

3. Except as required herein, the Notes may not be prepaid without the permission of the Subscribers.

The Expiration Date of the Warrants listed on Schedule A is hereby extended to the dates listed in column F on Schedule A

4. The Subscribers consent to the Company obtaining a loan not more than $2,500,000 from Fifth Third Bank (the “Bank Loan”).

5. At the closing of the Bank Loan the Company will pay Alpha Capital Anstalt the full amount due on the Note issued by the Company to Alpha Capital Anstalt on May 11, 2012, in the original principal amount of $1,200,000 (the “Payoff”)

6. Upon receipt of the Payoff, each of the Subscribers will subordinate its Security Interest, up to $2,500,000, to the Bank Loan.

7. The Subscribers will not be limited to take any action to enforce the terms of its Notes during the pendency of the Bank Loan.

8. All other terms of the Transaction Documents remain in full force and effect (including the terms of any amendments not specifically superseded by this Agreement) as if this Agreement had not been executed.

9. This Agreement may be executed in counterparts, all of which when taken together shall be considered one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were an original thereof. A copy of this Agreement annexed to the Note or the Warrant, as appropriate, shall be sufficient to reflect the amendment thereto.

[THIS SPACE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the date first written above.

INNOVATIVE FOOD HOLDINGS, INC.