Explanatory Note
This Amendment No. 4 (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 11, 2023, Amendment No. 2 on February 2, 2024 and Amendment No. 3 on February 15, 2024 (as amended by this Schedule 13D Amendment,
the “Schedule 13D”), is being filed on behalf of DG Capital Management, LLC, a Delaware limited liability company (“DG Capital”), Dov Gertzulin, a citizen of the United States of America, DG Value Partners II Master Fund, LP, a
Cayman Islands limited partnership (“DG Value II”) and DG Value Partners, LP, a Delaware limited partnership (“DG Value” and together with DG Capital, Mr. Gertzulin and DG Value II, 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:
On March 13, 2024, the Reporting Persons acquired an aggregate of 4,182,724 shares of Common Stock of the Issuer. These shares were issued
in connection with the Reporting Persons and their affiliates making additional advances to the Issuer from their working capital in an aggregate principal amount of $4,824,000.00 under that certain Loan and Security Agreement, dated as of
May 5, 2023, among Invacare Holdings Corporation, Invacare Corporation, the other borrowers and guarantors party thereto, the lenders party thereto, and White Oak Commercial Finance, LLC, as Administrative and Collateral Agent, as amended by
the First Amendment to Loan and Security Agreement, dated as of February 26, 2024 (the “First Amendment”) and the Second Amendment to Loan and Security Agreement, dated as of March 13, 2024 (the “Second Amendment”). The
Reporting Persons and their affiliates, together with the named stockholders listed in Item 5 below (the “Named Stockholders”) and their affiliates, became lenders under the Loan and Security Agreement pursuant to the First Amendment,
which, among other things, assigned the loans and rights under the Loan and Security Agreement from the original lenders to the Named Stockholders and their affiliates.
In connection with transactions contemplated by the Second Amendment, on March 13, 2024, the Reporting Persons, together with the Named
Stockholders, representing (i) more than a majority of the voting power of the Issuer’s issued and outstanding 9.00% Series A Convertible Participating Preferred Stock, $0.0001 par value per share (the “Convertible Preferred Stock”)
and (ii) a majority of the Entitled Stockholders (as defined in the Certificate of Designations of the Company (the “Certificate of Designations”)), acted by written consent in lieu of a special meeting to amend the Certificate of
Designations to, among other things, amend terms of the preemptive rights.
The Reporting Persons have and continue to engage in
discussions with the Issuer’s management, Board 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.
Without limiting the foregoing, the Reporting Persons have had discussions with the Named Stockholders, and together with the Named Stockholders, are in discussions with the Issuer’s management and the Board to explore further financing
proposals, which contemplate the issuance of additional securities of the Issuer or its subsidiaries to the Reporting Persons and the Named Stockholders. In connection therewith, the Issuer and the lenders under the Loan and Security Agreement, as
amended, entered into a term sheet with non-binding terms for a potential further financing and, in consideration with incurring costs and expenses with respect to such discussions, a termination fee payable to the lenders in the event the Issuer
pursues alternative financing prior to April 30, 2024. There can be no guarantee that any of the Reporting Persons will enter into any such transaction, either on its own or in conjunction with some or all of the Named Stockholders.
The foregoing is not intended to limit the matters previously disclosed in Item 4 of the Schedule 13D.
| Item 5. |
Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated by the following:
The information set forth in Item 6 of the Schedule 13D is hereby incorporated by reference.
(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 for which DG
Capital serves as the investment manager (the “DG Entities”). Dov Gertzulin serves as the managing member of DG 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 DG 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.
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