Bandera Partners Ups Stake in Innovative Food Holdings

TL;DR

Bandera Partners now owns 5.1% of Innovative Food Holdings after filing an amendment.

AI Summary

On December 6, 2024, Bandera Partners LLC filed Amendment No. 5 to its Schedule 13D for Innovative Food Holdings, Inc. This filing indicates a change in beneficial ownership, with Bandera Partners LLC now holding 1,184,700 shares, representing approximately 5.1% of the outstanding common stock. This update reflects a shift in their stake in the company.

Why It Matters

This filing signals a potential shift in control or influence for Innovative Food Holdings, as a significant investment firm has increased its ownership percentage.

Risk Assessment

Risk Level: medium — Changes in significant beneficial ownership can lead to activist investor campaigns or strategic shifts, introducing uncertainty.

Key Numbers

• 1,184,700 — Shares Owned (Bandera Partners LLC's current beneficial ownership)
• 5.1% — Ownership Stake (Bandera Partners LLC's percentage of Innovative Food Holdings' common stock)

Key Players & Entities

• Bandera Partners LLC (company) — Filing entity
• Innovative Food Holdings, Inc. (company) — Subject company
• Jefferson Gramm (person) — Contact person for Bandera Partners LLC
• 1,184,700 (dollar_amount) — Number of shares owned by Bandera Partners LLC
• 5.1% (dollar_amount) — Percentage of outstanding stock owned by Bandera Partners LLC

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $5,090,019 — by Bandera Master Fund is approximately $5,090,019, excluding brokerage commissions. Item
• $1.60 — mon Stock from the Issuer at a price of $1.60 per share. 6 CUSIP No. 45772H202 It

Filing Documents

• sc13da508706020_12062024.htm (SC 13D/A) — 121KB
• ex991to13da508706020_120624.htm (EX-99.1) — 213KB
• 0000921895-24-002896.txt ( ) — 335KB

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 6,193,349 shares of Common Stock beneficially owned by Bandera Master Fund is approximately $5,090,019, excluding brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On 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.

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 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. 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 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.

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 Form of December Purchase Agreement. 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: December 6, 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

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