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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001461945 XXXXXXXX LIVE 13 Common Stock, $0.0001 par value per share 05/15/2025 false 0000312257 45772H202 INNOVATIVE FOOD HOLDINGS INC 2528 S 27TH AVE BROADVIEW IL 60155 JAMES C. PAPPAS 713-333-5540 JCP INVESTMENT MANAGEMENT, LLC 1177 West Loop South, Suite 1320 Houston TX 77027 RYAN NEBEL 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001461946 N JCP Investment Partnership, LP WC OO N TX 0.00 8290675.00 0.00 8290675.00 8290675.00 N 15.1 PN 0001461947 N JCP Investment Partners, LP AF N TX 0.00 8290675.00 0.00 8290675.00 8290675.00 N 15.1 PN 0001461948 N JCP Investment Holdings, LLC AF N TX 0.00 8290675.00 0.00 8290675.00 8290675.00 N 15.1 OO 0001461945 N JCP Investment Management, LLC AF OO N TX 0.00 9909167.00 0.00 9909167.00 9909167.00 N 18.1 OO 0001462171 N Pappas James C AF N X1 0.00 9909167.00 0.00 9909167.00 9909167.00 N 18.1 IN Common Stock, $0.0001 par value per share INNOVATIVE FOOD HOLDINGS INC 2528 S 27TH AVE BROADVIEW IL 60155 This filing was triggered due to an increase in the number of outstanding Shares of the Issuer. 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 8,290,675 Shares beneficially owned by JCP Partnership, 8,073,051 of such Shares have an aggregate purchase price of approximately $3,956,566, 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 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 54,785,684 Shares outstanding as of May 8, 2025, 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 15, 2025. As of the date hereof, JCP Partnership directly beneficially owned 8,290,675 Shares, constituting approximately 15.1% of the Shares outstanding. JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of the 8,290,675 Shares owned by JCP Partnership, constituting approximately 15.1% of the Shares outstanding. JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the 8,290,675 Shares owned by JCP Partnership, constituting approximately 15.1% of the Shares outstanding. As of the date hereof, 1,618,492 Shares were held in the JCP Accounts, constituting approximately 3.0% of the Shares outstanding. JCP Management, as the investment manager of JCP Partnership and the JCP Accounts, may be deemed the beneficial owner of the (i) 8,290,675 Shares owned by JCP Partnership and (ii) 1,618,492 Shares held in the JCP Accounts, constituting approximately 18.1% of the Shares outstanding. Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 8,290,675 Shares owned by JCP Partnership and (ii) 1,618,492 Shares held in the JCP Accounts, constituting approximately 18.1% of the Shares outstanding. 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. Item 5(b) is hereby amended and restated to read as follows: Each of JCP Partnership, JCP Partners, JCP Holdings, JCP Management and Mr. Pappas may be deemed to share the power to vote and dispose of the Shares owned by JCP Partnership. Each of JCP Management and Mr. Pappas may be deemed to share the power to vote and dispose of the Shares held in the JCP Accounts. Item 5(c) is hereby amended and restated to read as follows: There have been no transactions in securities of the Issuer by the Reporting Persons during the past sixty days. JCP Investment Partnership, LP /s/ James C. Pappas James C. Pappas, Managing Member of JCP Investment Management, LLC, its Investment Manager 05/16/2025 JCP Investment Partners, LP /s/ James C. Pappas James C. Pappas, Sole Member of JCP Investment Holdings, LLC, its General Partner 05/16/2025 JCP Investment Holdings, LLC /s/ James C. Pappas James C. Pappas, Sole Member 05/16/2025 JCP Investment Management, LLC /s/ James C. Pappas James C. Pappas, Managing Member 05/16/2025 Pappas James C /s/ James C. Pappas James C. Pappas 05/16/2025