8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2024

INNOVATE CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-35210

54-1708481

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

292 Madison Ave., 12^th Floor

New York, NY 10017

(Address of principal executive offices)

(212) 235-2691

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	of each exchange on which registered
Common Stock, par value $0.001 per share	VATE	New York Stock Exchange
Preferred Stock Purchase Rights	N/A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On March 8, 2024, INNOVATE Corp. (the “Company”) commenced its previously announced $19.0 million common stock rights offering. The rights offering is being made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333274760) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2023, the prospectus forming a part of the Registration Statement and the prospectus supplement relating the rights offering (the “Prospectus Supplement”), filed with the SEC on March 8, 2024.

Copies of the prospectus and the related prospectus supplement will be mailed to all eligible stockholders as of 5:00 p.m., New York City time, March 6, 2024 on or about March 8, 2024 and can also be accessed through the SEC’s website at www.sec.gov or be obtained from the information agent, Okapi Partners LLC, toll free at (855) 208-8902. Additional information regarding the rights offering is set forth in the prospectus and the related prospectus supplement.

In connection with the rights offering, the Company is filing certain ancillary documents as Exhibits 4.1, 5.1, 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, and 99.8, to this Current Report on Form 8-K for the purpose of incorporating such items by reference as exhibits to the Registration Statement.

On March 8, 2024 the Company issued a press release announcing the launch of the rights offering. A copy of the press release is attached as Exhibit 99.9 to this Current Report on Form 8-K. Exhibit 99.9 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Forward Looking Statements

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the rights offering, the timing thereof, the Company’s ability to complete the rights offering on the expected terms or at all, and other information and statements that are not historical fact. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. All forward-looking statements speak only as of the date of this Current Report, and unless legally required, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Please refer to the Company’s filings with the SEC, including its most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, for additional information about the risks and uncertainties related to the Company’s business that may affect the forward-looking statements made in this Current Report.

Not a Solicitation

This Current Report does not constitute an offer to sell or a solicitation of an offer to buy the securities described above, and shall not constitute an offer, solicitation or sale, nor shall there be any sale of such securities of the Company in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description

4.1		Form of Subscription Rights Certificate

5.1		Opinion of Woods Oviatt Gilman, LLP, special counsel to INNOVATE Corp.

99.1		Form of Instructions as to Use of INNOVATE Corp. Rights Certificates

99.2		Form of Letter to Stockholders who are Record Holders

99.3		Form of Letter to Brokers, Dealers, Banks, and Other Nominees

99.4		Form of Broker Letter to Clients who are Beneficial Holders

99.5		Form of Beneficial Holder Election Form

99.6		Form of Nominee Holder Election Certification

99.7		Form of Beneficial Owner Letter for Transfer or Sale of Rights

99.8		Form of Nominee Holder Letter for Transfer or Sale of Rights

99.9		Press Release, dated March 8, 2024, titled “INNOVATE Corp. Announces Commencement of Rights Offering”

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 8, 2024


INNOVATE Corp.

By:		/s/ Michael J. Sena
		Name: Michael J. Sena
		Title: Chief Financial Officer