Explanatory Note
This Amendment No. 1 (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 this Schedule 13D Amendment, the “Schedule 13D”), is being filed on behalf of Silverback Asset Management, LLC, a Delaware limited liability company (“Silverback”) and
Elliot Bossen, a citizen of the United States of America (together with Silverback, 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 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
Absent an earlier triggering event, on November 6, 2023, the Convertible Preferred Stock will become fully convertible into shares of
Common Stock. Pursuant to applicable SEC rules, as of September 7, 2023, the Reporting Persons were deemed to beneficially own the Common Stock into which the Reporting Persons’ holdings of Convertible Preferred Stock will be convertible.
The Convertible Preferred Stock contains automatic adjustment features to the conversion ratio including, among other things, an accruing
payment-in-kind dividend feature. Dividends accrue on each share of Convertible Preferred Stock at a rate of 9.00% per annum. Prior to the Exit Indebtedness Termination
Date (as defined in the Certificate of Designation), no cash dividends may be declared or paid by the Issuer and accrued dividends are added to the liquidation preference on March 15, June 15, September 15, and December 15 of
each year.
| 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.
(c) There have been no transactions effected by the Reporting Persons during the past 60 days with respect to the Common
Stock.
(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.
| 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.
Pursuant to the Board Observer Agreement, Silverback designated an observer to the Issuer’s board of directors as of July 28, 2023.
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