Bandera Partners SC 13D/AINNOVATIVE FOOD / Bandera Partners ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

Innovative Food Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

45772H202

(CUSIP Number)

JEFFERSON GRAMM

BANDERA PARTNERS LLC

50 Broad Street, Suite 1820

New York, New York 10004

(212) 232-4583

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 4, 2024

(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 ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              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).

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The shares of Common Stock purchased by Bandera Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 6,193,349 shares of Common Stock beneficially owned by Bandera Master Fund is approximately $5,090,019, excluding brokerage commissions.

Item 4 is hereby amended to add the following:

On December 4, 2024, Bandera Master Fund and certain other investors entered into a securities purchase agreement (the “December Purchase Agreement”) with the Issuer, as further described in Item 6 below, which disclosure is incorporated herein by reference.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 51,133,485 shares of Common Stock outstanding as of November 12, 2024, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2024, plus the 2,031,250 shares of Common Stock to be issued in connection with the December Purchase Agreement.

As of the date hereof, Bandera Master Fund beneficially owned 6,193,349 shares of Common Stock, constituting approximately 11.6% of the shares of Common Stock outstanding. By virtue of their respective relationships with Bandera Master Fund as discussed in further detail in Item 2 of the Schedule 13D, each of Bandera Partners, Mr. Bylinsky and Mr. Gramm may be deemed to beneficially own the shares of Common Stock beneficially owned by Bandera Master Fund.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)       Except as otherwise disclosed herein, there have been no transactions in securities of the Issuer by the Reporting Persons during the past 60 days. Pursuant to the December Purchase Agreement, Bandera Master Fund agreed to purchase 1,250,000 shares of Common Stock from the Issuer at a price of $1.60 per share.

Item 6 is hereby amended to add the following:

On December 4, 2024, Bandera Master Fund and certain other investors entered into the December Purchase Agreement with the Issuer. Pursuant to the December Purchase Agreement, Bandera Master Fund agreed to purchase 1,250,000 shares of Common Stock from the Issuer at a price of $1.60 per share. The December Purchase Agreement contains customary representations, warranties and covenants of the parties thereto. The Issuer also granted the investor parties thereto “piggyback” registration rights with respect to the shares of Common Stock acquired pursuant to the December Purchase Agreement. The transaction is expected to close in the near future. The foregoing description of the December Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the December Purchase Agreement attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.