INNOVATE Corp. Files 8-K on Equity Sales & Amendments

TL;DR

INNOVATE Corp. dropped an 8-K: unregistered equity sales, charter changes, and financials are in.

AI Summary

On March 28, 2024, INNOVATE Corp. filed an 8-K report detailing unregistered sales of equity securities and amendments to its articles of incorporation. The filing also includes financial statements and exhibits. The company, formerly known as HC2 Holdings, Inc., is incorporated in Delaware and its fiscal year ends on December 31st.

Why It Matters

This filing provides crucial updates on INNOVATE Corp.'s equity structure and financial reporting, which can impact investor decisions and regulatory compliance.

Risk Assessment

Risk Level: low — This filing is primarily informational, reporting on routine corporate actions and financial statements without immediate, significant financial events.

Key Numbers

• 001-35210 — SEC File Number (Identifies the company's filing history with the SEC.)
• 54-1708481 — IRS Number (Company's Employer Identification Number.)

Key Players & Entities

• INNOVATE Corp. (company) — Registrant
• HC2 Holdings, Inc. (company) — Former company name
• March 28, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share VATE New York Stock Exchange
• $25,000,000 — k") for the aggregate purchase price of $25,000,000 to Lancer Capital LLC ("Lancer Capital"
• $1,000 b — to the result obtained by dividing (a) $1,000 by (b) the conversion price then in effec
• $0.70 — atio"). The initial conversion price is $0.70. The holders of Series C Preferred Stoc
• $1,000 — C Preferred Stock in cash and equal to $1,000 plus 8% per annum uncompounded for the

Filing Documents

• hchc-20240328.htm (8-K) — 45KB
• a20240328xexh41xseriesccod.htm (EX-4.1) — 68KB
• 0001006837-24-000038.txt ( ) — 304KB
• hchc-20240328.xsd (EX-101.SCH) — 3KB
• hchc-20240328_def.xml (EX-101.DEF) — 17KB
• hchc-20240328_lab.xml (EX-101.LAB) — 30KB
• hchc-20240328_pre.xml (EX-101.PRE) — 17KB
• hchc-20240328_htm.xml (XML) — 4KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On March 28, 2024, INNOVATE Corp. (the "Company") issued and sold 25,000 shares of its Series C Non-Voting Participating Convertible Preferred Stock, par value $0.001 per share ("Series C Preferred Stock") for the aggregate purchase price of $25,000,000 to Lancer Capital LLC ("Lancer Capital"), an investment fund led by Avram A. Glazer, the Chairman of the Company's board of directors, pursuant to that Investment Agreement dated as of March 5, 2024 (the "Investment Agreement") by and between the Company and Lancer Capital. The Company's entry into the Investment Agreement was disclosed in its Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 6, 2024. The information in Item 5.03 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference. This issuance and sale was consummated without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon an exemption from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act. The Company is basing such reliance upon representations made by Lancer Capital, including, but not limited to, representations as to Lancer Capital's status as an "accredited investor" (as defined in Rule 501(a) under the Securities Act) and Lancer Capital's investment intent. The Series C Preferred Stock was not offered or sold by any form of general solicitation or general advertising (as such terms are used in Rule 502 under the Securities Act). The Series C Preferred Stock and the shares of common stock issuable upon conversion thereof may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws. This Current Report does not constitute an offer to sell or a solicitation of an offer to buy t

03. Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year

Item 5.03. Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year. On March 28, 2024, the Company amended its amended and restated certificate of incorporation by filing the Certificate of Designations of the Series C Preferred Stock (the "Series C Certificate of Designations") with the Secretary of State of the State of Delaware on March 28, 2024. A copy of the Series C Certificate of Designations is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The following summary of the terms of the Series C Preferred Stock is qualified in its entirety by reference to the complete Series C Preferred Stock. The amount of dividends payable for each share of Series C Preferred Stock is equal to (a) the number of shares (including fractions) of common stock into which such share of Series C Preferred Stock is (or, but for the failure to obtain stockholder approval, would be) convertible on an applicable record date multiplied by (b) the amount of dividends declared and paid on each share of the Company's common stock; provided, however, that if the Company declares and pays a dividend on the common stock consisting in whole or in part of common stock, then no such dividend shall be payable in respect of the Series C Preferred Stock on account of the portion of such dividend on the common stock payable in common stock, and in lieu thereof, certain anti-dilution adjustments as discussed below will apply. If dividends are declared in respect of common stock that are payable in rights, options, warrants, or other convertible or exchangeable securities that entitle holders to acquires shares of common stock, the dividends payable to the Series C Preferred Stock will consist of substantially identical rights, options, warrants, or other securities that instead are convertible into, exercisable, or exchangeable for shares of convertible preferred stock with substantially identical terms and provisions as the Series C Preferred Stock. Prior

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4,1 Certificate of Designations of Series C Non-Voting Participating Convertible Preferred Stock of INNOVATE Corp. dated March 28, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 28, 2024 (File No. 001-35210) 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURES

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. Date: March 28, 2024 INNOVATE Corp. (Registrant) By: /s/ Michael J. Sena Name: Michael J. Sena Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR