Bandera Partners Amends Stake in Innovative Food Holdings

TL;DR

Bandera Partners filed an amendment on their Innovative Food Holdings stake. Watch this space.

AI Summary

Bandera Partners LLC, through its principal Jefferson Gramm, has filed Amendment No. 4 to its Schedule 13D regarding Innovative Food Holdings, Inc. The filing, dated July 23, 2024, indicates a change in the beneficial ownership of the company's common stock. Bandera Partners LLC is based in New York, NY.

Why It Matters

This amendment signals a potential shift in control or strategy for Innovative Food Holdings, Inc., as a significant stakeholder updates their filing.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often precede significant corporate actions or changes in investor strategy, which can introduce volatility.

Key Players & Entities

• Bandera Partners LLC (company) — Filing entity
• Jefferson Gramm (person) — Principal of Bandera Partners LLC
• Innovative Food Holdings, Inc. (company) — Subject company

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $3,090,019 — by Bandera Master Fund is approximately $3,090,019, excluding brokerage commissions. Item
• $1.20 — n Stock from Mr. Klepfish at a price of $1.20 per share. 6 CUSIP No. 45772H202 It

Filing Documents

• sc13da408706020_07232024.htm (SC 13D/A) — 121KB
• ex991to13da408706020_072324.htm (EX-99.1) — 36KB
• 0000921895-24-001618.txt ( ) — 158KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

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 4,943,349 shares of Common Stock beneficially owned by Bandera Master Fund is approximately $3,090,019, excluding brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On July 21, 2024, Bandera Master Fund entered into a securities purchase agreement (the “Purchase Agreement”) with the Issuer’s former Chief Executive Officer, Sam Klepfish, as further described in Item 6 below, which disclosure is incorporated herein by reference.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . 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 49,693,803 shares of Common Stock outstanding as of May 13, 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 May 14, 2024. As of the date hereof, Bandera Master Fund beneficially owned 4,943,349 shares of Common Stock, constituting approximately 9.9% 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 since the filing of Amendment No. 3 to the Schedule 13D. Pursuant to the Purchase Agreement, Bandera Master Fund agreed to purchase 350,000 shares of Common Stock from Mr. Klepfish at a price of $1.20 per share. 6 CUSIP No. 45772H202

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On July 21, 2024, Bandera Master Fund entered into the Purchase Agreement with Mr. Klepfish. Pursuant to the Purchase Agreement, Bandera Master Fund agreed to purchase 350,000 shares of Common Stock from Mr. Klepfish at a price of $1.20 per share. The 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 Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement attached hereto as Exhibit 99.1 and incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby

Item 7 is hereby amended to add the following exhibit: 99.1 Purchase Agreement, dated July 21, 2024. 7 CUSIP No. 45772H202

SIGNATURES

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 23, 2024 Bandera Master Fund L.P. By: Bandera Partners LLC its Investment Manager By: /s/ Jefferson Gramm Name: Jefferson Gramm Title: Managing Member Bandera Partners LLC By: /s/ Jefferson Gramm Name: Jefferson Gramm Title: Managing Member /s/ Gregory Bylinsky Gregory Bylinsky /s/ Jefferson Gramm Jefferson Gramm 8

View Full Filing

View this SC 13D/A filing on SEC EDGAR