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. )
1
Innovative Food Holdings, Inc.
(Name
of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
45772H202
(CUSIP Number)
James
C. Pappas
JCP
Investment Management, LLC
1177 West Loop South, Suite 1320
Houston, TX 77027
(713)
333-5540
STEVE
WOLOSKY, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
November 20, 2018
(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
).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
JCP Investment Partnership, LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
TEXAS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,494,609
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,494,609
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,494,609
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
JCP Investment Partnership II, Master Fund LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
217,624
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
217,624
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
217,624
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
JCP Investment Partners, LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
TEXAS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,712,233
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,712,233
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,712,233
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
JCP Investment Holdings, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
TEXAS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,712,233
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,712,233
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,712,233
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
JCP Investment Management, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
TEXAS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,712,233
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,712,233
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,712,233
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
James C. Pappas
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,712,233
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,712,233
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,712,233
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer.
|
This statement relates
to the common stock, $0.0001 par value per share (the “Shares”), of Innovative Food Holdings, Inc., a Florida corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 28411 Race Track Road, Bonita Springs,
Florida 34135.
|
Item 2.
|
Identity and Background.
|
(a) This
statement is filed by:
|
(i)
|
JCP Investment Partnership, LP, a Texas limited partnership (“JCP Partnership”);
|
|
(ii)
|
JCP Investment Partnership II, Master Fund LP, an exempted limited partnership organized under
the laws of the Cayman Islands (“JCP II Master”);
|
|
(iii)
|
JCP Investment Partners, LP, a Texas limited partnership (“JCP Partners”), which serves
as the general partner of JCP Partnership and JCP II Master;
|
|
(iv)
|
JCP Investment Holdings, LLC, a Texas limited liability company (“JCP Holdings”), which
serves as the general partner of JCP Partners;
|
|
(v)
|
JCP Investment Management, LLC, a Texas limited liability company (“JCP Management”),
which serves as the investment manager of JCP Partnership and JCP II Master; and
|
|
(vi)
|
James C. Pappas, who serves as the managing member of JCP Management and sole member of JCP Holdings.
|
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of JCP Partnership, JCP Partners, JCP Holdings, JCP Management and Mr. Pappas is 1177 West
Loop South, Suite 1320, Houston, Texas 77027. The address of the principal office of JCP II Master is c/o Harneys Services (Cayman)
Limited, 4th Floor, Harbour Place, 103 South Church Street, Grand Cayman KY1-1002, Cayman Islands.
(c) The
principal business of JCP Partnership and JCP II Master is investing in securities. The principal business of JCP Partners is serving
as the general partner of JCP Partnership and JCP II Master. The principal business of JCP Holdings is serving as the general partner
of JCP Partners. The principal business of JCP Management is serving as the investment manager of JCP Partnership and JCP II Master.
The principal occupation of Mr. Pappas is serving as the managing member of JCP Management and sole member of JCP Holdings.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Mr.
Pappas is a citizen of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
The Shares purchased
by JCP Partnership and JCP II Master 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 1,494,609 Shares owned directly by
JCP Partnership is approximately $877,915, excluding brokerage commissions. The aggregate purchase price of the 217,624 Shares
owned directly by JCP II Master is approximately 127,847, excluding brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor
to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market
or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels
of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation,
engaging in communications with management and the board of directors of the Issuer, engaging in discussions with stockholders
of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning
changes to the capital allocation strategy, capitalization, ownership structure, board structure or operations of the Issuer, purchasing
additional Shares, selling some or all of their Shares, engaging in any hedging or similar transaction with respect to the Shares,
or changing their intention with respect to any and all matters referred to in Item 4.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
The aggregate percentage
of Shares reported owned by each person named herein is based upon 33,775,306 Shares outstanding as of November 8, 2018, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 14, 2018.
|
(a)
|
As of the close of business on November 29, 2018, JCP Partnership beneficially owned 1,494,609
Shares.
|
Percentage: Approximately
4.4%
|
(b)
|
1. Sole power to vote or direct vote: 1,494,609
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,494,609
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As of the close of business on November 29, 2018, JCP II Master beneficially owned 217,624 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 217,624
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 217,624
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
JCP Partners, as the general partner of JCP Partnership and JCP II Master, may be deemed the beneficial
owner of the (i) 1,494,609 Shares owned by JCP Partnership and (ii) 217,624 Shares owned by JCP II Master.
|
Percentage: Approximately
5.1%
|
(b)
|
1. Sole power to vote or direct vote: 1,712,233
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,712,233
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the
(i) 1,494,609 Shares owned by JCP Partnership and (ii) 217,624 Shares owned by JCP II Master.
|
Percentage: Approximately
5.1%
|
(b)
|
1. Sole power to vote or direct vote: 1,712,233
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,712,233
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
JCP Management, as the investment manager of JCP Partnership and JCP II Master, may be deemed the
beneficial owner of the (i) 1,494,609 Shares owned by JCP Partnership and (ii) 217,624 Shares owned by JCP II Master.
|
Percentage: Approximately
5.1%
|
(b)
|
1. Sole power to vote or direct vote: 1,712,233
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,712,233
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed
the beneficial owner of the (i) 1,494,609 Shares owned by JCP Partnership and (ii) 217,624 Shares owned by JCP II Master.
|
Percentage: Approximately
5.1%
|
(b)
|
1. Sole power to vote or direct vote: 1,712,233
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,712,233
4. Shared power to dispose or direct the disposition: 0
|
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), may be deemed the beneficial owner of the Shares directly owned by the
other Reporting Persons. 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 Exchange Act, 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)
|
The transactions in the Shares by the Reporting Persons during the past 60 days are set forth in
Schedule A and are incorporated herein by reference. Such transactions were effected in the open market.
|
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
On November 30, 2018,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law.
A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
|
99.1
|
Joint Filing Agreement, dated November 30, 2018.
|
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.
Dated: November 30, 2018
|
JCP Investment Partnership, LP
|
|
|
|
By:
|
JCP Investment Management, LLC
Investment Manager
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Managing Member
|
|
JCP Investment Partnership II, Master Fund LP
|
|
|
|
By:
|
JCP Investment Management, LLC
Investment Manager
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Managing Member
|
|
JCP Investment Partners, LP
|
|
|
|
By:
|
JCP Investment Holdings, LLC
|
|
General Partner
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Sole Member
|
|
JCP Investment Holdings, LLC
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Sole Member
|
|
JCP Investment Management, LLC
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Managing Member
|
|
/s/ James C. Pappas
|
|
James C. Pappas
|
SCHEDULE A
Transactions in the Shares During the Past
60 Days
Shares of Common
Stock Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
JCP
Investment Partnership, LP
4,178
|
0.5400
|
09/12/2018
|
30,891
|
0.5488
|
09/13/2018
|
46,814
|
0.5895
|
09/14/2018
|
6,983
|
0.6500
|
09/19/2018
|
1,745
|
0.6400
|
09/24/2018
|
17,452
|
0.6400
|
09/25/2018
|
4,319
|
0.6400
|
09/27/2018
|
6,025
|
0.6400
|
09/28/2018
|
4,364
|
0.6400
|
10/02/2018
|
4,713
|
0.6137
|
10/03/2018
|
76,745
|
0.6400
|
10/04/2018
|
48,813
|
0.6400
|
10/05/2018
|
14,833
|
0.6400
|
10/08/2018
|
13,097
|
0.6400
|
10/09/2018
|
59,343
|
0.6400
|
10/10/2018
|
202,827
|
0.6370
|
10/11/2018
|
2,064
|
0.6300
|
10/12/2018
|
5,882
|
0.6300
|
10/15/2018
|
2,200
|
0.6200
|
10/17/2018
|
11,615
|
0.6200
|
10/19/2018
|
16,142
|
0.6200
|
10/22/2018
|
39,714
|
0.6100
|
10/23/2018
|
10,927
|
0.6089
|
10/25/2018
|
11,838
|
0.6200
|
10/26/2018
|
40,274
|
0.6075
|
10/29/2018
|
31,860
|
0.6182
|
10/30/2018
|
18,206
|
0.6200
|
10/31/2018
|
13,997
|
0.6200
|
11/05/2018
|
13,459
|
0.6200
|
11/06/2018
|
21,797
|
0.6200
|
11/07/2018
|
6,961
|
0.6200
|
11/08/2018
|
1,746
|
0.6200
|
11/09/2018
|
48,082
|
0.6187
|
11/12/2018
|
40,800
|
0.6200
|
11/13/2018
|
58,245
|
0.6173
|
11/14/2018
|
430,721
|
0.5370
|
11/15/2018
|
84,197
|
0.4872
|
11/16/2018
|
10,216
|
0.4900
|
11/19/2018
|
29,374
|
0.4935
|
11/20/2018
|
1,150
|
0.4900
|
11/29/2018
|
JCP
Investment Partnership II, Master Fund LP
610
|
0.5400
|
09/12/2018
|
4,509
|
0.5488
|
09/13/2018
|
6,834
|
0.5895
|
09/14/2018
|
1,017
|
0.6500
|
09/19/2018
|
255
|
0.6400
|
09/24/2018
|
2,548
|
0.6400
|
09/25/2018
|
638
|
0.6400
|
09/27/2018
|
875
|
0.6400
|
09/28/2018
|
636
|
0.6400
|
10/02/2018
|
687
|
0.6137
|
10/03/2018
|
11,201
|
0.6400
|
10/04/2018
|
7,121
|
0.6400
|
10/05/2018
|
2,167
|
0.6400
|
10/08/2018
|
1,903
|
0.6400
|
10/09/2018
|
8,657
|
0.6400
|
10/10/2018
|
29,600
|
0.6370
|
10/11/2018
|
286
|
0.6300
|
10/12/2018
|
918
|
0.6300
|
10/15/2018
|
1,885
|
0.6200
|
10/19/2018
|
2,358
|
0.6200
|
10/22/2018
|
5,786
|
0.6100
|
10/23/2018
|
1,593
|
0.6089
|
10/25/2018
|
1,722
|
0.6200
|
10/26/2018
|
5,868
|
0.6075
|
10/29/2018
|
4,640
|
0.6182
|
10/30/2018
|
2,594
|
0.6200
|
10/31/2018
|
2,003
|
0.6200
|
11/05/2018
|
2,041
|
0.6200
|
11/06/2018
|
3,253
|
0.6200
|
11/07/2018
|
1,039
|
0.6200
|
11/08/2018
|
254
|
0.6200
|
11/09/2018
|
6,918
|
0.6187
|
11/12/2018
|
5,936
|
0.6200
|
11/13/2018
|
8,455
|
0.6173
|
11/14/2018
|
62,799
|
0.5370
|
11/15/2018
|
12,258
|
0.4872
|
11/16/2018
|
1,484
|
0.4900
|
11/19/2018
|
4,276
|
0.4935
|
11/20/2018
|
Innovative Food (QB) (USOTC:IVFH)
Historical Stock Chart
From Mar 2024 to Apr 2024
Innovative Food (QB) (USOTC:IVFH)
Historical Stock Chart
From Apr 2023 to Apr 2024