IVC Invacare Corporation

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)

Steven H. Rosen

Azurite Management LLC

25101 Chagrin Boulevard, Suite 350

Cleveland, OH 44122

(216) 292-4535

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

March 4, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) 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).

Explanatory Note

This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on May 2, 2022, as amended to date (the “Schedule 13D”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows.

Indication of Interest

On March 4, 2024, Azurite Management, LLC (“Azurite”) delivered a letter (the “Indication of Interest”) to the bord of directors (the “Board”) of Invacare Holdings Corporation, a Delaware corporation (the “Issuer”), in which Azurite offered to acquire 100% of the Issuer’s outstanding stock. This preliminary offer is subject to completion of strategic, financial, operational, and legal due diligence of the Issuer.

The foregoing description of the Indication of Interest does not purport to be complete and is qualified in its entirety by reference to the full text of the Indication of Interest, which is filed as an exhibit to this Schedule 13D and incorporated herein by reference.

Director Removal

On February 13, 2024, certain stockholders of the Issuer representing more than a majority of the voting power of the Issuer’s issued and outstanding capital stock acted by written consent in lieu of a special meeting of stockholders to, among other things, remove Steven Rosen, Randel Owen and Peter Kuipers as members of the Board.

General

In connection with the delivery of the Indication of Interest, the Reporting Persons have discussed and explored, and expect to continue to discuss and explore, various potential alternatives with respect to their investment in the Issuer. The Reporting Persons discussions with the Issuer regarding the Indication of Interest could lead to one or more subsequent revised or alternative proposals that could result in the Reporting Persons and/or their affiliates acquiring all or substantially all of the outstanding capital stock of the Issuer, which would result in a de-listing and de-registration of the Common Stock (referred to herein as a “De-listing”).

The Reporting Persons may, at the same time or subsequently, also explore other strategic alternatives, including but not limited to: different kinds of corporate transactions involving the Issuer and its securities, such as sales or acquisitions of shares, assets or businesses of the Issuer, including sales to affiliates of the Reporting Persons; engaging with third parties to pursue other strategic transactions, including, but not limited to, a transaction that leads to a De-listing; or other business combination transactions such as a merger, reorganization, or other material transaction. However, there can be no guarantee that any such proposal will be accepted by the Issuer or successfully consummated.

To facilitate their consideration of such matters, the Reporting Persons have retained consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction.

The Reporting Persons intend to engage in communications, discussions and negotiations with members of management and of the Board, and their legal, financial, accounting and other advisors; potential partners and counterparties in any transaction; current or prospective stockholders of the Issuer; and other relevant parties, regarding the various alternatives that may from time to time be under consideration by the Reporting Persons and/or their affiliates.

The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s management, business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Other than as described above, none of the Reporting Persons currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

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.

Date: March 6, 2024

Exhibit 5

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Azurite Management, LLC

25101 Chagrin Blvd. Suite 330

Cleveland, OH 44122

216-292-0200

March 4, 2024

Invacare Holdings Corporation

Worldwide Headquarters,

1 Invacare Way

Elyria, Ohio 44305

United States

Invacare Directors:

Kimberly Lody, Marec Edgar, Abraham Han ,

Samuel Brill, Jame Donath, J. Carney Hawks, Geoffrey Purtill

Dear Invacare Directors:

Azurite Management, LLC (“Azurite”) appreciates the valuable time you and your team have invested in Invacare Holdings Corporation (the “Company” or “Invacare”) and its prospects. Our positive outlook on the Company’s underlying fundamentals and future prospects is based on the due diligence we have performed to date, our extensive experience in the industry and our successful track record of consistently creating value across our portfolio companies.

Azurite has tremendous appreciation for the Company’s strong brand, customer base and impressive design, manufacturing, and distribution capabilities. We share Geoffrey’s and the broader management team strategic vision and believe there are multiple avenues, organically and inorganically, to further strengthen and expand the business, accelerating value creation for all stakeholders. Given Azurite’s unique capabilities, we believe we are uniquely qualified to serve as the preferred partner to Invacare in this next chapter of growth.

As such, Azurite is pleased to present you with this non-binding indication of interest, which describes the general terms and conditions of our proposal.

Preliminary Valuation

Based on the information reviewed to date, Azurite is prepared to acquire 100% of the Company’s outstanding stock for a purchase price [***]. This preliminary valuation assumes the transaction would be structured on a cash-free and debt-free basis and would include, or adjust for, a normalized level of net working capital, which is to exclude all past due payables/accruals (an amount to be mutually agreed upon by Azurite and the Company). This preliminary valuation is subject to our satisfactory completion of strategic, financial, operational, quality, regulatory, and legal due diligence of the Company.

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Transaction Structure and Consideration

It is anticipated that Azurite would form a wholly owned acquisition entity, equipped with the necessary capital to finance the purchase of the stock of the Company. We are also open to discussing alternative acquisition structures with the Company.

Azurite and its strategic partners would pay the purchase price in cash, subject to a commercially reasonable escrow holdback amount.

For the avoidance of doubt and while we will seek the optimal capital structure for the purpose of this transaction, Azurite’s ability to transact does not depend on any third-party debt financing and, our final offer will not be subject to any financing condition, but will be fully backed by equity capital.

Due Diligence

Azurite has a deep understanding of Invacare and has performed considerable diligence to date but needs to update our understanding of post-restructuring events and status. Azurite and its partners will quickly and efficiently continue to perform significant substantial strategic, financial, operational, and legal due diligence.

Accordingly, Azurite and its partners have compiled an initial document request list that includes financial and non-financial requests and, in particular, detailed reconciliations of budget to actual activity for the year ended December 31, 2023, month ended January 31, 2024, and month ended February 29, 2024, and latest set of financial projections. Our internal and outside due diligence professionals (accounting, tax, benefits, quality, regulatory, legal, environmental, information technology, and insurance) are prepared to move forward promptly to continue our work, with a target of completing due diligence within 60 to 90 days subjected to timely receipt of requested diligence information.

External Advisors

In addition to current Azurite advisors listed below, Azurite intends to engage additional third-party professionals such as attorneys, accountants and insurance and benefits professionals to assist us in our evaluation of the risks and opportunities.

Accounting and Tax: Big 4 subject to conflict check.

Legal: Latham

Financial: Deutsche Bank

Process and Timing

In order to expedite the process, Azurite and its investment partner requests the opportunity to coordinate site visits commencing for the week of March 11, 2024, at the Company’s Alber, Portugal, UK, Toronto, and Mexico and other facilities as required. It is requested to provide sufficient requisite information before the plant visit. We also request the opportunity to meet with the Company’s senior management in the near future and then, shortly thereafter (as outlined below), we would anticipate submitting a binding letter of intent describing in more detail our proposed purchase price and any other specific terms and conditions for a proposed transaction.

Azurite prides itself on its ability to dedicate significant internal and external resources to quickly and efficiently complete its due diligence investigation, and to provide the Company with a clear and certain path to closing the transaction at the agreed upon purchase price. Assuming that the Company and its representatives provide timely responses to our diligence requests (including any supplemental diligence

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requests) and reasonable access to management and the facilities, we would anticipate completing our confirmatory due diligence investigation within 60 days from when we initiate the process subjected to timely receipt of requested diligence information, executing a binding letter of intent between Azurite and the Company and signing a definitive purchase agreement within 75 days (or within 15 days from our substantial completion of diligence), and closing the transaction within a total of 90 days, subject only to any required regulatory or legal approvals or consents.

Azurite does not require any external approvals or consents to invest its equity capital and would obtain all internal investment committee approvals prior to a letter of intent being executed.

Management

Azurite views the commitment and dedication of its management teams as a critical factor in the long-term success of our investments and therefore recognizes the importance of attracting, retaining and rewarding top-performing senior managers who create long-term value for our investors.

Non-Binding

This indication of interest is a non-binding proposal that sets forth the general terms and conditions of a potential transaction with the Company and is not legally binding in any way on any party, except for the confidentiality obligations set forth immediately below. A binding agreement with respect to the proposed transaction will result only upon the negotiation and execution by the parties of one or more separate definitive agreements.

About Azurite Management LLC

Azurite Management is a private investment firm focused on investing primarily in U.S. companies. Azurite seeks to invest in deeply undervalued companies that are hard to replicate with attractive cash flow potential, and actively engage with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all stakeholders.

Summary

We are excited about this investment opportunity and appreciate having the opportunity to review the Company’s information and to have our offer considered for a potential transaction. If you have any questions or comments, please contact me by telephone at [REDACTED] or by email at [REDACTED].