INNOVATE Corp. Files 8-K for Bylaw Changes

TL;DR

INNOVATE Corp. (formerly HC2 Holdings) filed an 8-K on Aug 8, 2024, for bylaw changes. Keep an eye on governance shifts.

AI Summary

On August 8, 2024, INNOVATE Corp. filed an 8-K report detailing changes to its Articles of Incorporation or Bylaws, and other events. The company, formerly known as HC2 Holdings, Inc., is incorporated in Delaware and its fiscal year ends on December 31st. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates potential structural or governance changes within INNOVATE Corp., which could impact its operational direction and shareholder value.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain immediate negative financial or operational news.

Key Numbers

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

Key Players & Entities

• INNOVATE Corp. (company) — Registrant
• HC2 Holdings, Inc. (company) — Former name of registrant
• August 8, 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

Filing Documents

• hchc-20240808.htm (8-K) — 39KB
• a202408088-kxexh31.htm (EX-3.1) — 12KB
• 0001006837-24-000124.txt ( ) — 229KB
• hchc-20240808.xsd (EX-101.SCH) — 3KB
• hchc-20240808_def.xml (EX-101.DEF) — 17KB
• hchc-20240808_lab.xml (EX-101.LAB) — 30KB
• hchc-20240808_pre.xml (EX-101.PRE) — 17KB
• hchc-20240808_htm.xml (XML) — 4KB

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 At the Annual Meeting of Stockholders of INNOVATE Corp. (the " Company ") held on June 18, 2024 (the " Annual Meeting "), the stockholders of the Company approved a proposal to authorize the Company's Board of Directors (the " Board "), in its discretion following the Annual Meeting, to amend the Company's Second Amended and Restated Certificate of Incorporation (the " Certificate of Incorporation ") to effect a reverse stock split of all of the outstanding shares of the Company's common stock, par value $0.001 per share (the " Common Stock "), at a ratio ranging from any whole number between 1-for-2 and 1-for-10. On July 4, 2024, the Board approved the Reverse Stock Split at a ratio of 1-for-10 (the " Reverse Stock Split "). On August 8, 2024, the Company filed the certificate of amendment (the " Certificate of Amendment ") to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Reverse Stock Split became effective in the State of Delaware at 5:00 p.m., Eastern Time, on August 8, 2024. As a result of the Reverse Stock Split, every 10 shares of the Company's Common Stock issued or outstanding were automatically reclassified into one new share of Common Stock without any action on the part of the holders. Proportionate adjustments will be made to the per share exercise prices and the number of shares underlying the Company's outstanding equity awards, to the number of shares issuable under the Company's equity incentive plans, to the conversion rate of the Company's outstanding 7.5% Convertible Senior Notes due 2026, and to the conversion price of the Company's outstanding preferred stock. The Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock. Trading of the Company's Common Stock on the NYSE is expected to commence on a split-adjusted basi

01 Other Events

Item 8.01 Other Events The information in Item 5.03 of this report is incorporated herein by reference. The company has registration statements on Form S-8 (File Nos. 333-198727, 333-218835, and 333-224657) and a registration statement on Form S-3 (File No. 333-274760) (collectively, the "Registration Statements") on file with the Securities and Exchange Commission (the "SEC"). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior to the termination of the offerings covered by these Registration Statements. Information in this Item 8.01 is intended to be automatically incorporated by reference into each of these Registration Statements, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Common Stock deemed covered by the Registration Statements is proportionately reduced as of the effective time of the Reverse Stock Split.

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., dated August 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: August 8, 2024 INNOVATE Corp. (Registrant) By: /s/ Michael J. Sena Name: Michael J. Sena Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR