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. 12)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
RYAN NEBEL
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)
July 17, 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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, OO |
|
|
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 |
|
|
|
|
8,134,425 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
8,134,425 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
8,134,425 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
16.4% |
|
|
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 |
|
|
|
|
8,134,425 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
8,134,425 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
8,134,425 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
16.4% |
|
|
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 |
|
|
|
|
8,134,425 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
8,134,425 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
8,134,425 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
16.4% |
|
|
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, OO |
|
|
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 |
|
|
|
|
9,752,917 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
9,752,917 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
9,752,917 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
19.6% |
|
|
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 |
|
|
|
|
9,752,917 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
9,752,917 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
9,752,917 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
19.6% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
The following constitutes Amendment
No. 12 to the Schedule 13D filed by the undersigned (“Amendment No. 12”). This Amendment No. 12 amends the Schedule 13D as
specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The Shares owned by JCP Partnership
and held in certain accounts managed by JCP Management (the “JCP Accounts”) were purchased with working capital (which may,
at any given time, include margin loans made by brokerage firms in the ordinary course of business), except as otherwise noted. Of the
8,134,425 Shares beneficially owned by JCP Partnership, 7,916,801 of such Shares have an aggregate purchase price of approximately $3,706,566,
excluding brokerage commissions, and 217,624 of such Shares were acquired in connection with an in-kind contribution as further explained
in Amendment No. 1 to the Schedule 13D. The aggregate purchase price of the 1,618,492 Shares beneficially owned by the JCP Accounts is
approximately $1,733,553, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On July 17, 2024, JCP Management,
on behalf of the JCP Accounts, entered into a stock purchase agreement (the “Stock Purchase Agreement”) with SV Asset Management,
LLC (“SV Asset Management”), as further described in Item 6 below, which disclosure is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are
hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 49,693,803 Shares outstanding
as of May 13, 2024, 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 May 14, 2024.
| (a) | As of the date hereof, JCP Partnership beneficially owned 8,134,425 Shares. |
Percentage: Approximately
16.4%
| (b) | 1. Sole power to vote or direct vote: 8,134,425
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 8,134,425
4. Shared power to dispose or direct the disposition: 0 |
| (a) | JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of the 8,134,425
Shares owned by JCP Partnership. |
Percentage: Approximately
16.4%
| (b) | 1. Sole power to vote or direct vote: 8,134,425
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 8,134,425
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 8,134,425
Shares owned by JCP Partnership. |
Percentage: Approximately
16.4%
| (b) | 1. Sole power to vote or direct vote: 8,134,425
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 8,134,425
4. Shared power to dispose or direct the disposition: 0 |
| (a) | As of the date hereof, 1,618,492 Shares were beneficially owned by the JCP Accounts. JCP Management, as
the investment manager of JCP Partnership and the JCP Accounts, may be deemed the beneficial owner of the (i) 8,134,425 Shares owned by
JCP Partnership and (ii) 1,618,492 Shares beneficially owned by the JCP Accounts. |
Percentage: Approximately
19.6%
| (b) | 1. Sole power to vote or direct vote: 9,752,917
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 9,752,917
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) 8,134,425 Shares owned by JCP Partnership and (ii) 1,618,492 Shares beneficially owned by the JCP Accounts. |
Percentage: Approximately
19.6%
| (b) | 1. Sole power to vote or direct vote: 9,752,917
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 9,752,917
4. Shared power to dispose or direct the disposition: 0 |
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 Stock Purchase Agreement, JCP Management, on behalf of the JCP Accounts, agreed
to purchase 1,250,000 Shares from SV Asset Management at a price of $1.20 per Share. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
On July 17, 2024, JCP Management,
on behalf of the JCP Accounts, entered into the Stock Purchase Agreement with SV Asset Management. Pursuant to the Stock Purchase Agreement,
JCP Management agreed to purchase 1,250,000 Shares from SV Asset Management at a price of $1.20 per Share. The Stock Purchase Agreement
contains customary representations, warranties and covenants of the parties thereto. The transaction is expected to close in the near
future.
The foregoing description
of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement
attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby
amended to add the following exhibit:
| 99.1 | Stock Purchase Agreement, dated July 17, 2024. |
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: July 19, 2024
|
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 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 |
Exhibit 99.1
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT,
dated July 17, 2024, is made by and between SV Asset Management, LLC (the “Seller”) and JCP Investment Management,
LLC, on behalf of certain managed accounts (the “Buyer”). The Buyer and the Seller are sometimes hereinafter collectively
referred to as the “Parties”.
WHEREAS, Seller is the
legal and beneficial owner of an aggregate 4,397,831 shares (the “Shares”) of common stock, par value $0.001 per share
(the “Common Stock”), of Innovative Food Holdings, Inc. (the “Company”);
WHEREAS, Buyer or one of
Buyer’s Affiliates (as defined below) is a member of the Company’s board of directors (a “Director”);
WHEREAS, Seller or one
of Seller’s Affiliates is a Director of the Company (an “Officer”);
WHEREAS, the Company is
subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
and
WHEREAS, for good and valuable
consideration, Seller desires to transfer and sell to Buyer all right, title and interest in 1,250,000 of the Shares (the “Purchase
Shares”), and Buyer desires to purchase all such right, title and interest in the Purchase Shares, in each case on the terms
and subject to the conditions set forth herein.
NOW THEREFORE, in consideration
of the foregoing premises, the mutual promises, agreements and covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.Sale
of Purchase Shares.
a.Shares
to be Acquired. At the Closing (as defined below) of the purchase and sale of the Purchase Shares, and upon and subject to the terms
and conditions of this Agreement, and upon the representations, warranties and covenants herein made, the Seller shall transfer and sell
to Buyer, and Buyer agrees to and shall purchase from the Seller, all of the Purchase Shares for a price per Purchase Share equal to $1.20
or $1,500,000 in the aggregate (the “Purchase Price”). The purchase and sale of the Purchase Shares shall take place
remotely via the exchange of documents and signatures within 90 days of signing as mutually agreed upon by the Parties (the “Closing”).
b.Purchase
Price. Upon the terms and subject to the conditions set forth in this Agreement, upon the representations, warranties and covenants
made herein, and in consideration of its acquisition of the Purchase Shares from the Seller, Buyer hereby agrees to deliver to the Seller
at the Closing an amount of cash equal to the Purchase Price by wire transfer of immediately available funds, which funds shall be delivered
to the Seller as provided for on Exhibit A attached hereto.
2.Representations
and Warranties of Seller. Seller hereby represents and warrants to Buyer, which representations and warranties shall survive the
Closing, the following:
a.The
Purchase Shares are wholly-owned by Seller free and clear of all liens, agreements, security interests, claims, charges and encumbrances
of any kind and nature, and no third party holds any right or interest (beneficial or otherwise) in the Purchase Shares.
b.This
Agreement is a legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’
rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in
equity).
c.Seller
has full power and authority to enter into and consummate this Agreement and sell the Purchase Shares, the consent of no other party or
entity is necessary for the consummation of the transactions contemplated herein.
d.The
execution, delivery and performance by Seller of this Agreement will not result in any violation of and will not conflict with, or result
in a breach of, any of the terms of, or constitute a default under, any provision of state or federal law to which Seller is subject,
any mortgage, indenture, agreement, document, instrument, judgment, decree, order, rule or regulation, or other restriction to which Seller
is a party or by which Seller may be bound, or result in the creation of any lien upon any of the properties or assets of Seller pursuant
to any such term, or result in the suspension, revocation, impairment, forfeiture or non-renewal of any permit, license, authorization
or approval applicable to Seller or any of Seller’s assets or properties.
e.Seller
understands that the Purchase Shares may appreciate in value after the execution of this Agreement and Seller confirms that Seller or
one of Seller’s Affiliates is a Director and has received or has had full access to all the information Seller considers necessary
or appropriate to make an informed decision to sell the Purchase Shares. In determining whether to offer the Purchase Shares, Seller has
relied on Seller’s knowledge and understanding of the Company and its business based upon Seller’s due diligence investigation.
Seller understands that no person or entity (including, without limitation, the Company or its officers or directors) has been authorized
to give any information or to make any representations which were not furnished pursuant to this paragraph and Seller has not relied on
any other representations or information in making Seller’s decision to sell the Purchase Shares, whether written or oral, relating
to the Company, its operations and/or its prospects.
f.Seller
is not aware of any person that has been or will be paid (directly or indirectly) remuneration for their participation in the offer and
sale of the Purchase Shares.
g.No
governmental, administrative or other third party consents or approvals are required, necessary or appropriate in order for Seller to
convey, transfer and assign to and vest in Buyer good and marketable right, title and interest in and to the Purchase Shares, free and
clear of all liens, security interests, claims, charges and encumbrances of any nature whatsoever.
h.There
is no action, suit, investigation or proceeding pending, to the knowledge of the Seller, threatened against or affecting either of the
Seller which: (i) seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement
or (ii) questions the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with
any such transactions.
i.Seller
understands that Seller (and not the Buyer) shall be responsible for any and all tax liabilities of Seller that may arise as a result
of the transactions contemplated by this Agreement.
j.Seller
acknowledges that Buyer, certain of Buyer’s affiliates (within the meaning of Rule 405 promulgated under the Securities Act of 1933,
as amended (the “Securities Act”), (“Affiliates”)), and each Buyer’s and such Affiliates’
directors, officers, partners, stockholders, members, investors, employees, attorneys, agents, representatives, as applicable, and successors
and assigns thereto (collectively, the “Buyer Related Parties”) (a) are existing stockholders and/or directors of the
Company and collectively have a representative on the Company’s board of directors and that the Buyer Related Parties now possesses
and/or may have access to and may hereafter possess and/or have access to certain non-public information concerning the Company and its
Affiliates and/or the Purchase Shares (the “Non-Public Information”) that may or may not be known by Seller which may
constitute material information with respect to the foregoing, and (b) the Buyer Related Parties are relying on this Agreement and would
not enter into a transaction to purchase the Purchase Shares from Seller absent this Agreement. Seller agrees to sell the Purchase Shares
to Buyer notwithstanding that it is aware that such Non-Public Information exists and that Buyer has not disclosed all Non-Public Information
to it. Seller acknowledges that it is an “accredited investor” within the meaning of Rule 501(a)(4) or (6) of Regulation D
promulgated under the Securities Act and a sophisticated seller with respect to the purchase and sale of securities such as the Purchase
Shares and that Buyer has no obligations to Seller to disclose such Non-Public Information and that if the Non-Public Information were
fully disclosed to Seller, the Non-Public Information could foreseeably affect Seller’s willingness to enter into this Agreement
and the price that Seller would be willing to accept to sell the Purchase Shares. Moreover, such Non-Public Information may indicate that
the value of the Purchase Shares is substantially lower or higher than the Purchase Price. Additionally, Seller acknowledges that it has
adequate information concerning the Purchase Shares, and the business and financial condition of the Company and its affiliates, to make
an informed decision regarding the sale of the Purchase Shares, and has independently and without reliance upon Buyer, and based upon
such information as the Seller has deemed appropriate, made its own analysis and decision to sell the Purchase Shares to Buyer. Seller
is experienced, sophisticated and knowledgeable in the trading of securities and other instruments of private and public companies and
understands the disadvantage to which it may be subject on account of any disparity of the access to, and possession of, such Non-Public
Information between Seller and Buyer. Seller has conducted an independent evaluation of the Purchase Shares to determine whether to enter
into this Agreement and, notwithstanding the absence of access by Seller to the Non-Public Information known by Buyer, Seller is desirous
of entering into this Agreement and consummating the transactions contemplated hereby. Seller, because of, among other things, its business
and financial experience, is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and of protecting
its own interests in connection with this Agreement.
3.Representations
and Warranties of Buyer. The Buyer hereby represents and warrants to Seller, which representations and warranties shall survive
the Closing, the following:
a.Buyer
or one of Buyer’s Affiliates is a Director and has all requisite power and authority to execute, deliver and perform under this
Agreement and the other agreements, certificates and instruments to be executed by Buyer in connection with or pursuant to this Agreement.
b.Upon
execution and delivery by Buyer at the Closing, this Agreement is a legal, valid and binding agreement of Buyer, enforceable against Buyer
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).
c.At
the time Buyer was offered the Purchase Shares, Buyer was, and on the date of Closing Buyer will be, an “accredited investor”
as defined by Rule 501 under the Securities Act. Buyer is acquiring the Purchase Shares for its own account and not with a view to the
distribution thereof, nor with any present intention of distributing the same, in violation of the Securities Act, and the rules and regulations
promulgated thereunder, or any applicable state securities or “blue sky” laws, rules and regulations.
d.Buyer
acknowledges and agrees that the Company is subject to the reporting requirements of Section 13 of the Exchange Act and confirms that
in connection with Buyer’s purchase of the Purchase Shares, Buyer has had the opportunity to review the Company’s public filings
as posted on the website of the Securities and Exchange Commission through the EDGAR system.
e.In
determining whether to make this investment, as a Director or an Affiliate thereof, Buyer has relied solely on Buyer’s own knowledge
and understanding of the Company and its business and prospects.
f.
Buyer understands the risks associated with purchasing the Purchase Shares and Buyer affirmatively acknowledges and agrees that such Buyer
has received the necessary or appropriate information to make an informed investment decision regarding the Purchase Shares.
g.Buyer
has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is
capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Buyer is
able to bear the economic risks of an investment in the Purchase Shares and to afford a complete loss of Buyer’s investment in the
Purchase Shares.
h.The
execution, delivery and performance of this Agreement by Buyer will not conflict with or result in the breach of any term or provision
of, or violate or constitute a default under, any material agreement to which Buyer is a party or by which Buyer is in any way bound or
obligated.
i.Buyer
has carefully considered and has discussed with the Buyer’s professional legal, tax, accounting and financial advisors, to the extent
the Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the Buyer’s
particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions
contemplated by this Agreement are a suitable investment for the Buyer. Buyer relies solely on such advisors and not on any statements
or representations of the Company, Seller or any of their respective agents.
j.Buyer
understands that Buyer (and not the Seller) shall be responsible for Buyer’s tax liability that may arise as a result of this investment
or the transactions contemplated by this Agreement.
k.No
governmental, administrative or other third party consents or approvals are required, necessary or appropriate on
the part of Buyer in connection with the transactions contemplated by this Agreement.
l.Buyer
acknowledges that the Seller or one of Seller’s Affiliates is [an Officer/a Director] of the Company and that (a) Seller now possess
and may hereafter possess Non-Public Information that may or may not be known by Buyer which may constitute material information with
respect to the foregoing, and (b) the Seller is relying on this Agreement and would not enter into a transaction to sell the Purchase
Shares to Buyer absent this Agreement. Buyer agrees to purchase the Purchase Shares from Seller notwithstanding that it is aware that
such Non-Public Information exists and that Seller may not have disclosed all Non-Public Information to it. Buyer acknowledges that Seller
has no obligations to Buyer to disclose such Non-Public Information and that if the Non-Public Information were fully disclosed to Buyer,
the Non-Public Information could foreseeably affect Buyer’s willingness to enter into this Agreement and the price that Buyer would
be willing to pay to purchase the Purchase Shares. Moreover, such Non-Public Information may indicate that the value of the Purchase Shares
is substantially lower or higher than the Purchase Price.
4.Conditions
to Closing; Closing.
a.Time;
Place; Outcome. The Closing shall take place at such date and time determined by Buyer and Seller and as provided for in Section
1(a) herein. At the Closing, Seller shall transfer to Buyer clear and marketable title to the Purchase Shares, free and clear of any
and all liens, claims, encumbrances and adverse interests of any kind, by delivering to the Buyer the Purchase Shares in book entry form,
and Buyer shall deliver the funds representing the Purchase Price to Seller.
b.At
any time and from time to time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments,
conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the
transactions contemplated by this Agreement.
5.Miscellaneous.
a.Entire
Agreement. This Agreement contains the entire understanding of the Parties and supersedes all previous or contemporaneous verbal and
written agreements, promises or understandings between the Parties with respect to the subject matter hereof. There are no other agreements,
representations, or warranties set forth herein.
b.Notices.
All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall be deemed
to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile or email transmission (with
receipt confirmed by the sender’s transmitting device) in accordance with the contact information provided below or such other contact
information as the parties may have duly provided by notice.
If to the Seller:
Hank Cohn
Phone:
Email:
If to the Buyer:
JCP Investment Management, LLC
1177 West Loop South, Suite 1320, Houston,
TX 77027
Attention: James C. Pappas
Phone Number:
Email:
c.Waiver.
No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of such right, shall
constitute a waiver of that or any other right, unless otherwise expressly provided herein.
d.Survival
of Agreements. All agreements, covenants, representations and warranties contained herein or made in writing in connection with the
transactions contemplated hereby shall survive the execution and delivery of this Agreement and the Closing.
e.Governing
Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the
conflicts of laws principals thereof.
f.Successors
and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of Parties and their respective successors
and assigns.
g.Execution
and Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. Such counterparts may be delivered by facsimile or other electronic transmission,
which shall not impair the validity thereof.
h.Headings.
The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.
[Signature Page to Follow]
IN WITNESS WHEREOF, the
undersigned have duly executed this Stock Purchase Agreement as of the date first written above.
|
SELLER: |
|
|
|
/s/ Hank Cohn |
|
Name: SV Asset Management, LLC
By: Hank Cohn |
|
|
|
|
|
BUYER: |
|
|
|
JCP Investment Management, LLC
(on behalf of certain managed accounts) |
|
|
|
/s/ James C. Pappas |
|
Name: James C. Pappas |
|
Title: Managing Member |
Innovative Food (QB) (USOTC:IVFH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Innovative Food (QB) (USOTC:IVFH)
Historical Stock Chart
From Jul 2023 to Jul 2024