innfood-8k172009.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 31, 2008
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Innovative
Food Holdings, Inc.
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(Exact
name of registrant as specified in its
charter)
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| Florida |
0-9376 |
20-1167761 |
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification
No.)
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1923
Trade Center Way, Naples, Florida
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34109
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (239) 596-0204
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
r Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
On
December 31, 2008, the registrant completed a debt financing in the amount of
$200,000 with Alpha Capital Anstalt, an entity based in Lichtenstein and the
registrant’s largest institutional investor. The note provides for 8%
annual interest and is payable in monthly installments of $8,000 commencing on
the six-month anniversary of the note. The note also provides for its
conversion into the registrant’s common stock at an initial conversion price of
$0.005 per share. The registrant also issued to the lender a
five-year common stock purchase warrant to acquire 40 million shares of the
registrant’s common stock at an initial exercise price of $0.011 per
share. The note and the warrant are subject to the terms of a
subscription agreement that provides, among other things, for piggy-back
registration rights for the shares underlying the note and warrant, adjustments
to the note conversion price and warrant exercise price if shares are issued
below such prices, and a security interest in the registrant’s
assets.
As part
of the transaction, effective on January 1, 2009, the registrant also entered
into an Amendment, Waiver and Consent Agreement with the lender, Whalehaven
Capital Fund Limited, Asher Brand, Momona Capital, and Lane Ventures, Inc., all
of whom are currently the holder of the registrant’s notes that are currently in
default. The agreement provides for (i) the extension of notes held
by such parties to be extended to dates between April 16, 2009 and January 1,
2010; (ii) imposition of a default interest rate at an annual rate of 15% on
such notes; (iii) the waver of all future liquidated damages claims arising from
such notes; (iv) the waiver of all current defaults under such notes; and (v)
the conversion of an aggregate of $771,956 of currently due and payable
liquidated damages into new 8% notes with an aggregate face value of $328,744
convertible into the registrant’s common stock at a conversion price of $0.005
per share.
Item 2.03. Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant
As
disclose above under Item 1.01, the registrant entered into a $200,000 direct
obligation. Upon the occurrence of an event of default, as defined in
the note (which includes, among other items, failure to make a payment when due,
judgements or defaults in excess of $100,000, loss of quotation privileges on
the otc:bb, reverse split, material cross default), the due date of the note
will be accelerated to such date of default. As also disclosed above,
the registrant is also issuing an aggregate of $328,744 face value 8%
convertible promissory notes due on January 1, 2010.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 31, 2008, the registrant entered into one year employment agreements
with each of Sam Klepfish, its CEO, and Justin Wiernasz, its
President. The agreements provide for, among other things, (i)
average annual salaries of $130,000 and $135,000, respectively, (ii) bonuses
(payable one-half in cash and one-half in stock) in the range of 7%-50% of
salary based upon the registrant meeting certain revenue and gross margin
milestones, (iii) four month severance upon termination, and (iv) restrictions
on confidentiality, competition and solicitation.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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INNOVATIVE
FOOD HOLDINGS,
INC.
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Dated: January
7, 2009
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By:
/s/ Sam
Klepfish
Sam
Klepfish, CEO
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Exhibit
Index