Edgar Filing: INNOVATIVE FOOD HOLDINGS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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)

07/22/17

(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 11 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
				772,679 shares
			8	SHARED VOTING POWER
				850,624 shares
			9	SOLE DISPOSITIVE POWER
				772,679 shares
			10	SHARED DISPOSITIVE POWER
				850,624 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,623,303 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 11 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)
	2.8%
14	TYPE OF REPORTING PERSON
	IN

CUSIP No.		45772H202			Page 4 of 11 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 5 of 11 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
				59,545 shares
			8	SHARED VOTING POWER
				0 shares
			9	SOLE DISPOSITIVE POWER
				59,545 shares
			10	SHARED DISPOSITIVE POWER
				0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	59,545 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
	IA, IN

CUSIP No.		45772H202			Page 6 of 11 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)
	2.5%
14	TYPE OF REPORTING PERSON
	CO

CUSIP No.		45772H202			Page 7 of 11 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 8 of 11 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)
	0.2%
14	TYPE OF REPORTING PERSON
	PN

Page 9 of 11

EXPLANATORY NOTE

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the prior statement on Schedule 13D (the “Schedule 13D”) as filed on May 4, 2017, and amended on July 19, 2017 (“Amendment No. 2”). This amendment is being filed by (i) Denver J. Smith, (ii) Donald E. Smith, (iii) Richard G. Hill, (iv) Samuel N. Jurrens, (v) 73114 Investments, LLC, (vi) Youth Properties, LLC, and (vii) 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, and Amendment No. 2. 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. 3 is being filed to attach a non-disclosure agreement between Denver Smith and the Issuer relating to exploratory discussions about potential changes in the composition of board of directors of the Issuer. This agreement was dually signed on July 22, 2017.

Item 1.

Security and Issuer.

There are no amendments to Item 1 of the Schedule 13D pursuant to this Amendment No. 3.

Item 2.

Identity and Background.

There are no amendments to Item 2 of the Schedule 13D pursuant to this Amendment No. 3.

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. 3.

Item 4.

Purpose of Transaction.

There are no amendments to Item 4 of the Schedule 13D pursuant to this Amendment No. 3.

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)

There are no amendments to part (a) of Item 5 of the Schedule 13D pursuant to this Amendment No. 3.

(b)

There are no amendments to part (b) of Item 5 of the Schedule 13D pursuant to this Amendment No. 3.

(c)

All transactions in shares of the issuer over the past 60 days were reported as an exhibit to the Amendment No. 2 filed July 19, 2017. No transactions have occurred since the Amendment No. 2 was filed.

(d)

Not applicable.

(e)

Not applicable.

Page 10 of 11

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. 3.

Item 7.

Material to be Filed as Exhibits.

The following has been attached: Non-Disclosure Agreement entered into between Denver Smith and the Issuer.

Page 11 of 11

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: July 25, 2017	/s/ Richard G. Hill
	Richard G. Hill


Dated: July 25, 2017	/s/ Samuel N. Jurrens
	Samuel N. Jurrens


Dated: July 25, 2017	/s/ Donald E. Smith
	Donald E. Smith


Dated: July 25, 2017	/s/ Denver J. Smith
	Denver J. Smith


Dated: July 25, 2017	Paratus Capital, LLC

	By:	/s/ Denver J. Smith
	Name: Denver J. Smith
	Title: Chief Strategy Officer


Dated: July 25, 2017	73114 Investments, LLC

	By:	/s/ Denver J. Smith
	Name: Denver J. Smith
	Title: Chief Investment Officer


Dated: July 25, 2017	Youth Properties, LLC

	By:	/s/ Donald E. Smith
	Name: Donald E. Smith
	Title: Chief Executive Officer