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)

 

45772H202
(CUSIP Number)

 

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

 

                   

 

   
    Page 10 of 12 Pages

 

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.

 

(d)Not applicable.

 

(e)Not applicable.

 

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.

 

   
    Page 11 of 12 Pages

 

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

 

   
    Page 12 of 12 Pages

 

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