Innovative Food Holdings Inc (IVFH)

[BornAgain]

The company is not giving away any shares, and no one is selling any shares, this is just a registration of some of the shares, this is not dilution. The shares are not being sold, just being registered, more of just getting their stare structure in order.

The Offering

Issuer

Innovative Food Holdings, Inc.


Seller

The selling security holders. For information about the selling security holder, see “Selling Security Holders.” We are not selling the securities to the public.


Securities Offered (1)

8,250,290 shares of our common stock, par value $0.0001.


Common Stock to be Outstanding After the Offering (2)

21,211,925 shares.


Registration Rights

We intend to use our best efforts to keep the registration statement, of which this prospectus forms a part, effective until the earlier to occur of (i) the date on which the registered shares are disposed of in accordance with this prospectus or (ii) the date when all of the registered shares can be immediately sold to the public without registration or restriction. However, we are under no obligation to do so.


Trading
Our common stock trades on the OTCQB under the symbol “IVFH.”


Risk Factors

See “Risk Factors” beginning on page 1 for a discussion of factors you should carefully consider before deciding to invest in our common stock.


Use of Proceeds


We will not receive any of the proceeds from the sale by the selling security holders of the shares of common stock. However, if the selling security holders exercise all of the warrants and options for cash we will receive $3,552,705 which we will use for our general business and corporate purposes.


(1)

Includes such indeterminate number of shares of common stock as may be issuable with respect to the securities being registered hereunder as a result of stock splits, stock dividends, anti-dilution provisions or similar transactions.

(2)

Does not include (i) 5,772,206 shares underlying our convertible notes and interest accrued through September 30, 2014; (ii) 2,785,000 shares underlying our outstanding options (of which only 2,080,000 are currently exercisable); and (iii) 4,798,469 shares underlying our outstanding warrants. Includes (i) 187,936 shares committed to be issued but not yet issued; and (ii) 3,110,063 shares issuable to certain shareholders of The Fresh Diet who have not yet returned the necessary paperwork to receive our shares.