UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)*
Innovative Food Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
45772H202
(CUSIP Number)
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
500 Fifth Avenue, New York, New York 10110
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 10, 2021
(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 which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies
are to be sent.
*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 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).
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1
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NAMES OF REPORTING PERSONS
BANDERA MASTER FUND L.P.
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) ◻
(b) ◻
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
3,125,000
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|
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8
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SHARED VOTING POWER
0
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|
9
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SOLE DISPOSITIVE POWER
3,125,000
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,125,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
◻
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
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14
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TYPE OF REPORTING PERSON (see Instructions)
PN
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|
1
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NAMES OF REPORTING PERSONS
BANDERA PARTNERS LLC
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) ◻
(b) ◻
|
||
|
3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS (see Instructions)
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
3,125,000
|
|
|
8
|
SHARED VOTING POWER
0
|
||
|
9
|
SOLE DISPOSITIVE POWER
3,125,000
|
||
|
10
|
SHARED DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,125,000
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
◻
|
||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
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||
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14
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TYPE OF REPORTING PERSON (see Instructions)
OO
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1
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NAMES OF REPORTING PERSONS
GREGORY BYLINSKY
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) ◻
(b) ◻
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||
|
3
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SEC USE ONLY
|
||
|
4
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SOURCE OF FUNDS (see Instructions)
AF
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||
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
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|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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||
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
3,125,000
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
3,125,000
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,125,000
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
◻
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
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||
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14
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TYPE OF REPORTING PERSON (see Instructions)
IN
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1
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NAMES OF REPORTING PERSONS
JEFFERSON GRAMM
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) ◻
(b) ◻
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see Instructions)
PF, AF
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||
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
|
||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
3,125,000
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
3,125,000
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,125,000
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
◻
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
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14
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TYPE OF REPORTING PERSON (see Instructions)
IN
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| Item 1. |
Security and Issuer.
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The following constitutes Amendment No. 1 (this “Amendment No. 1”) to the Schedule 13D filed by the undersigned. This Amendment No. 1 amends the schedule 13D
as specifically set forth herein.
| Item 4. |
Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended to add the following:
On September 10, 2021, Mr. Gramm was formally asked to join, and accepted, an appointment to the Board of Directors (the “Board”) of the Issuer as a
director. Mr. Gramm’s appointment to the Board was made effective as of September 10, 2021, and disclosed by the Issuer in a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 14, 2021.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 of the Schedule 13D is hereby amended to incorporate by reference the disclosure in Item 4 of this Amendment No. 1.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in
this statement is true, complete, and correct.
Dated: September 14, 2021
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BANDERA MASTER FUND L.P.
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By:
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Bandera Partners LLC,
as Investment Manager
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By:
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/s/ Jefferson Gramm
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Name:
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Jefferson Gramm
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Title:
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Managing Director
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BANDERA PARTNERS LLC
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By:
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/s/ Jefferson Gramm
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Name:
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Jefferson Gramm
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Title:
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Managing Director
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/s/ Gregory Bylinsky
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GREGORY BYLINSKY
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/s/ Jefferson Gramm
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JEFFERSON GRAMM
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