INNOVATE Corp. Files 8-K with Equity Sales, Bylaw Changes
Ticker: VATE · Form: 8-K · Filed: Jun 20, 2024 · CIK: 1006837
| Field | Detail |
|---|---|
| Company | Innovate Corp. (VATE) |
| Form Type | 8-K |
| Filed Date | Jun 20, 2024 |
| Risk Level | medium |
| Pages | 5 |
| Reading Time | 6 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: equity-sale, corporate-governance, filing
TL;DR
INNOVATE Corp. filed an 8-K on 6/18/24 covering equity sales and governance changes.
AI Summary
On June 18, 2024, INNOVATE Corp. filed an 8-K report detailing several key events. These include unregistered sales of equity securities, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. The filing also includes financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate actions by INNOVATE Corp., including potential equity dilution and changes to its governance structure, which could impact shareholders.
Risk Assessment
Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial distress or dilution, and changes to corporate governance, requiring further investigation.
Key Numbers
- 001-35210 — SEC File Number (Identifies the company's filing history with the SEC.)
- 54-170 — IRS Number (Company's tax identification number.)
Key Players & Entities
- INNOVATE Corp. (company) — Registrant
- June 18, 2024 (date) — Date of Earliest Event Reported
- Delaware (jurisdiction) — State of Incorporation
- HC2 HOLDINGS, INC. (company) — Former Company Name
FAQ
What specific equity securities were sold unregistered by INNOVATE Corp. on or before June 18, 2024?
The filing indicates 'Unregistered Sales of Equity Securities' as an item of disclosure but does not specify the type or amount of securities in the provided text.
What amendments were made to INNOVATE Corp.'s articles of incorporation or bylaws?
The filing lists 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item, but the specific details of these amendments are not included in the provided text.
What matters were submitted to a vote of security holders by INNOVATE Corp.?
The filing notes 'Submission of Matters to a Vote of Security Holders' as an event, but the specific proposals or resolutions are not detailed in the provided text.
When was INNOVATE Corp. incorporated, and in which state?
INNOVATE Corp. was incorporated in Delaware, as indicated by the filing.
What was INNOVATE Corp.'s former name, and when did the name change occur?
The filing shows that INNOVATE Corp. was formerly known as HC2 HOLDINGS, INC., with name changes noted on August 9, 2016, April 15, 2014, and November 8, 2013.
Filing Stats: 1,456 words · 6 min read · ~5 pages · Grade level 13 · Accepted 2024-06-20 16:13:13
Key Financial Figures
- $0.001 — ich registered Common Stock, par value $0.001 per share VATE New York Stock Exchange
Filing Documents
- hchc-20240618.htm (8-K) — 86KB
- a202406188-kxexh31.htm (EX-3.1) — 10KB
- 0001006837-24-000103.txt ( ) — 276KB
- hchc-20240618.xsd (EX-101.SCH) — 3KB
- hchc-20240618_def.xml (EX-101.DEF) — 17KB
- hchc-20240618_lab.xml (EX-101.LAB) — 30KB
- hchc-20240618_pre.xml (EX-101.PRE) — 17KB
- hchc-20240618_htm.xml (XML) — 4KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities In connection with the Company's previously disclosed rights offering, the Company sold approximately 31.3 thousand shares of Series C Non-Voting Convertible Participating Preferred Stock, par value $0.001 per share (the "Preferred Stock") to Lancer Capital LLC ("Lancer Capital"). Pursuant to the previously filed Certificate of Designations of the Preferred Stock, the Preferred Stock automatically converted to 44,693,895 shares of Common Stock, par value $0.001 per share, upon the approval of such conversion by the stockholders at the Annual Meeting. This issuance and sale was consummated without registration under the Securities Act, in reliance upon an exemption from the registration requirements of the Securities Act under Section 3(a)(9) of the Securities Act.
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On June 18, 2024, INNOVATE Corp. (the "Company") amended its Second Amended and Restated Certificate of Incorporation (as previously amended, the "Certificate of Incorporation") to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law and to increase the number of authorized shares of the Company's common stock, par value $0.001 per share ("Common Stock"), from 160,000,000 to 250,000,000 shares. The foregoing description of the amendments to the Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on June 18, 2024, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders The Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on June 18, 2024. The final voting results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows: Proposal 1: Election of Directors The stockholders voted to elect the following four nominees as members of the Board of Directors of the Company, each to hold office until the Company's 2025 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. The results of the vote were as follows: Director Name For Against Abstain Broker Non-Votes Avram A. Glazer 56,081,412 2,133,336 2,669,579 12,340,830 Warren H. Gfeller 57,244,535 908,388 2,731,404 12,340,830 Brian S. Goldstein 57,162,965 935,058 2,786,304 12,340,830 Amy M. Wilkinson 57,380,247 718,303 2,785,777 12,340,830 Proposal 2: Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers ("Say on Pay Vote") The stockholders voted to approve the non-binding, advisory proposal on the compensation of the Company's named executive officers. The results of the vote were as follows: For Against Abstain Broker Non-Votes 55,982,851 1,817,694 3,083,782 12,340,830 Proposal 3: Approval of Amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended, to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law The stockholders voted to approve the amendment to the Certificate of Incorporation to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law. The results of the vote were as follows: For Against Abstain Broker Non-Votes 56,017,052 4,297,571 569,704 12,340,830 Proposal 4: Approval of Amendment to Company's Second Amended and Restated Certificate of Incorporation, as amended, to increase the number
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of INNOVATE Corp., as amended, dated June 1 8 , 2024 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: June 20, 2024 INNOVATE Corp. (Registrant) By: /s/ Michael J. Sena Name: Michael J. Sena Title: Chief Financial Officer