Innovative Food Holdings Inc (IVFH)

[FerdinandDaBull]

It seems that the convertible note has been partially (contractually max. 9,99% of the O/S) excercised before the reverse split will take place. 29,228,615 shares have been converted, as per the 8k d.d. 7 Januari 2009 the conversion price was 0.005, so $ 146k of debt.

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.


http://www.secinfo.com/d145De.s5.htm#1stPage