Sec Form 13D Filing - TENOR CAPITAL MANAGEMENT Co. L.P. filing for INVACARE HOLDINGS Corp (IVC) - 2024-10-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Invacare Holdings Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

46124A101

(CUSIP Number)

Robin Shah

Tenor Capital Management Company, L.P.

810 Seventh Avenue, Suite 1905

New York, NY 10019

(212) 918-5300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 29, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 46124A101

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SCHEDULE 13D

CUSIP No. 46124A101

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SCHEDULE 13D

CUSIP No. 46124A101

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Explanatory Note

This Amendment No. 6 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2023, as amended by Amendment No. 1 on September 13, 2023, Amendment No. 2 on February 2, 2024, Amendment No. 3 on February 15, 2024, Amendment No. 4 on March 15, 2024, and Amendment No. 5 on April 10, 2024 (as amended by this Schedule 13D Amendment, the “Schedule 13D”), is being filed on behalf of Tenor Capital Management Company, L.P., a Delaware limited partnership (“Tenor Capital”), Tenor Opportunity Master Fund, Ltd., a Cayman Islands corporation (the “Master Fund”) and Robin Shah, a citizen of the United States of America (together with Tenor Capital and the Master Fund, the “Reporting Persons”), with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Invacare Holdings Corporation, a Delaware corporation (the “Issuer”).

Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in Item 4 of this Schedule 13D Amendment is hereby incorporated by reference.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

As set forth in Amendment No. 5 to this Schedule 13D, the Issuer and the Reporting Persons, together with the stockholders listed in the table in Item 5 hereto (the “Named Stockholders”), and/or their respective affiliates, previously entered into a Third Amendment to the Loan Agreement, the Master Equity Agreement and the Exchange Agreement, as those terms are defined in said Amendment No. 5. In connection with ongoing discussions regarding, among other things, the transactions contemplated by those agreements and to provide and make available further funding to the Company, the Reporting Persons, together with the Named Stockholders, and/or their respective affiliates, entered into with the Issuer (and, as applicable, certain of its Subsidiaries), (a) a Forbearance Agreement and Fourth Amendment to Loan and Security Agreement, dated as of October 29, 2024 (the “Fourth Amendment”; as so amended, the “Amended Loan Agreement”), (b) a Master Equity Agreement Termination Agreement, dated as of October 29, 2024 (the “Master Equity Termination Agreement”), (c) an Amended and Restated Exchange Agreement, dated as of October 29, 2024 (the “A&R Exchange Agreement”) and a First Amendment to Board Observer Agreement, dated as of October 29, 2024 (the “BOA Amendment”).

The Fourth Amendment, among other things and subject to the terms and conditions set forth therein, provides for and permits: (a) additional funding by the Reporting Persons and/or their affiliates, together with the Named Stockholders and their respective affiliates, up to their proportionate share of an aggregate amount of up to $4.48 million, (b) the forbearance of certain existing and prospective defaults and events of default, and the modification of certain covenants of the Issuer and its subsidiaries, (c) the increase in the principal amount outstanding under the Amended Loan Agreement to reflect the exchange transactions with the Reporting Persons and the Named Stockholders in the aggregate amount of up to approximately $156.85 million as contemplated by the A&R Exchange Agreement described below, and (d) the accrual of PIK (payment-in-kind) interest on the additional principal amount, together with interest accrued thereon, attributable to such exchange. The source of funds for advances by the Reporting Persons or their affiliates under the Amended Loan Agreement has been and is anticipated to continue to be their working capital. The BOA Amendment amended the termination provision of the Board Observer Agreement between Tenor Capital and the Issuer, dated as of May 5, 2023. The Board Observer Agreement was amended primarily to reflect the voting rights attributable to the new Series B Preferred Stock (as defined below).

The Reporting Persons and the Named Stockholders and/or their respective affiliates, have also agreed to become a party, as additional lenders, to the Company’s Amended and Restated Credit Agreement, dated as of May 5, 2023, pursuant to a Forbearance Agreement and First Omnibus Amendment to Credit Agreement and Loan Documents, dated as of October 29, 2024 (the “Term Loan Amendment”, and as so amended, the “Term Loan Agreement”). Under the Term Loan Amendment, and subject to the terms and conditions thereof, the Reporting Persons and the Named Stockholders and/or their respective affiliates have agreed to loan their proportionate share of an aggregate amount of up to $7.5 million as a term loan under the Term Loan Agreement. As of the date of this report, there are no amounts outstanding to the Reporting Persons and/or their respective affiliates pursuant to the Term Loan Agreement.

The Master Equity Termination Agreement terminated the Master Equity Agreement, and the A&R Exchange Agreement modified the previously contemplated capital restructuring under the Master Equity Agreement and the Exchange Agreement. Pursuant to the A&R Exchange Agreement, effective as of October 29, 2024, the Reporting Persons, together with the Named Stockholders exchanged each share of 9.00% Series A Convertible Participating Preferred Stock of the Issuer (the “Series A Preferred Stock”) then held by such person for (i) one share of nonconvertible Series B Redeemable Preferred Stock (the “Series B Preferred Stock”) of the Issuer and (ii) an increase by approximately $26.41 of the principal amount due to the Reporting Persons and/or certain of their affiliates under the Amended Loan Agreement, which is the amount 92.5% of the sum of the liquidation preference plus the Redemption Dividend Amount (as defined in the Certificate of Designation for the 9.00% Series A Convertible Participating Preferred Stock as then in effect) accrued thereon through the date of the closing of the exchange. As a result, the Reporting Persons exchanged an aggregate of 713,698 shares of Series A Preferred Stock for 713,698 shares of Series B Preferred Stock, and the principal amount of due to the Reporting Persons and/or their affiliates under the Amended Loan Agreement was increased by an aggregate of approximately $18.85 million. Following the exchange, the Reporting Persons no longer own any shares of Series A Preferred Stock.

On October 29, 2024, the Reporting Persons, together with holders representing more than a majority of the voting power of the Issuer’s issued and outstanding Series A Preferred Stock, acted by written consent in lieu of a special meeting of Series A Preferred Stockholders, among other things, (i) to approve a Certificate of Designations for the Series B Preferred Stock (the “Series B Certificate of Designations”) and (ii) to approve an Amended and Restated Certificate of Designations for the Series A Preferred Stock (the “A&R Series A Certificate of Designations”).

The following is a summary of certain provisions of the Series B Certificate of Designations.

Voting. To the fullest extent permitted by law, each share of Series B Preferred Stock entitles the holder to (i) vote together with the holders of the Series A Preferred Stock as a single class on any matters submitted to the holders of the Series A Preferred Stock for approval, and (ii) vote together with the holders of Common Stock and the Series A Preferred Stock as a single class on matters submitted to the Issuer’s stockholders for approval. Each share of Series B Preferred Stock entitles the holder to have that number of votes per share that each share of Series A Preferred Stock would be entitled to, assuming a holder of Series A Preferred Stock could vote on such matter, provided that at no time will a holder have less than one vote per share of Series B Preferred Stock. The Series B Preferred Stock also retains the right to vote, as a separate class, on certain matters set forth in the Series B Certificate of Designations.

Conversion. The Series B Preferred Stock is not convertible into Common Stock or any other security.

Dividends. The Series B Preferred Stock has no dividend rights.

Liquidation Preference. Upon any liquidation, dissolution or winding up of the Issuer, the Series B Preferred Stock shall be entitled to receive an amount equal to its par value, or $0.001 per share. A holder of Series B Preferred Stock has no other rights to distributions upon any liquidation, dissolution or winding up of the Issuer.

The Reporting Persons have and continue to engage in discussions with the Issuer’s management, board of directors and other stockholders with respect to the matters previously set forth in the Schedule 13D and may in the future take actions with respect to their investment in the Issuer with respect thereto.

The foregoing descriptions of the Fourth Amendment, the A&R Exchange Agreement, the Master Equity Termination Agreement, the A&R Series A Certificate of Designations, the Series B Certificate of Designations, the BOA Amendment and the Term Loan Amendment are qualified in their entirety by reference to the full text of those agreements and documents, which are attached as Exhibit 6, Exhibit 7, Exhibit 8, Exhibit 9, Exhibit 10, Exhibit 11 and Exhibit 12, respectively, hereto and are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated by the following:

(a)–(b) The information contained in lines 7 to 11 and 13 of the cover pages of this Schedule 13D Amendment is incorporated herein by reference.

The shares of Common Stock reported herein are held by private investment funds and separately managed accounts (the “Tenor Entities”) for which Tenor Capital serves as the investment manager. Robin Shah serves as the managing member of the general partner of Tenor Capital. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Common Stock owned directly by the Tenor Entities. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Common Stock for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Common Stock reported herein except to the extent of the Reporting Person’s pecuniary interest therein.

(c) No transactions in the Common Stock were effected by the Reporting Persons during the past sixty (60) days.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock reported herein.

(e) Not applicable.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Common Stock directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Common Stock except to the extent of his or her or its pecuniary interest therein.

In addition to the foregoing “group,” as a result of the Reporting Persons’ involvement in the actions described in Item 4 of this Schedule 13D Amendment, the Reporting Persons may be deemed to be member of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Such “group” may constitute one or more of the following entities (including funds and accounts managed by each entity):

The “group” may be deemed to have acquired beneficial ownership of all the shares beneficially owned by each member of the “group.” As such, the “group” may be deemed to beneficially own in the aggregate 18,648,910 shares of Common Stock. The entities listed in the table in this Item 5 other than the Reporting Persons herein have been notified that such entities, and the funds and accounts managed by each entity, may beneficially own certain Common Stock and need to file separate beneficial ownership reports with the SEC related thereto. Neither the filing of this Schedule 13D Amendment nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that they are the beneficial owner of any of the Common Stock beneficially owned in the aggregate by other members of the “group” for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented to include the following:

The information set forth in Item 4 of this Schedule 13D Amendment is hereby incorporated by reference.

Item 7. Materials to be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 30, 2024

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