Form 8-K - Current report

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 15, 2024 (March 13, 2024)

INVACARE HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	001-15103	38-4264819
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Invacare Way, Elyria, Ohio 44035

(Address of principal executive offices) (Zip Code)

(440) 329-6000

(Registrant’s telephone number, including area code)

None

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

————————————————————————————————————

Securities registered pursuant to Section 12(b) of the Exchange Act: None

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))

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 1.01. Entry into a Material Definitive Agreement.

On March 13, 2024, Invacare Holdings Corporation (the “Company”) entered into the Second Amendment to Loan and Security Agreement (the “Second Amendment”) by and among the Company, certain of the Company’s direct and indirect North American subsidiaries (the “ABL Borrowers”), certain other of the Company’s direct and indirect North American subsidiaries (together with the Company, the “ABL Guarantors”), Invacare International Holdings Corp., each lender party thereto (collectively, the “Lenders”), and White Oak Commercial Finance, LLC, as administrative and as collateral agent (the “Agent”). The Second Amendment amends the Loan and Security Agreement, dated as of May 5, 2023 (the “Loan and Security Agreement”, as amended by the First Amendment to Loan and Security Agreement dated as of February 26, 2024 (the “First Amendment”) and as further amended by the Second Amendment, the “Amended Loan and Security Agreement”).

The Second Amendment, among other things, amended certain provisions of the Loan and Security Agreement to: (i) provide for additional borrowings under the Amended Loan and Security Agreement in the aggregate principal amount of $12,000,000 and (ii) waive the covenant requiring the ABL Borrower and ABL Guarantors to maintain not less than $4,000,000 of unrestricted cash in certain controlled accounts in favor of the Agent until June 30, 2024.

The description of the Second Amendment as contained herein is qualified in its entirety by reference to the full text of the First Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation of an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Pursuant to the Second Amendment, on March 13, 2024, the Company entered into subscription agreements (each, a “Common Stock Subscription Agreement”) with each of the Lenders (or their designated affiliates) (each, a “Subscriber”) pursuant to which the Company issued 10,407,745 shares of the common stock of the Company, par value $0.001 per share (the “Shares”) in the aggregate.

The issuance of the Shares was conducted in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Company relied on this exemption from registration for private placements based in part on the representations made by the Subscribers in the Common Stock Subscription Agreements with respect to each Subscriber’s status as an accredited investor as such term is defined in Rule 501 promulgated by the Securities and Exchange Commission. The issuance of the Shares was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by any Subscriber in connection with the issuance. Accordingly, the Shares have not been registered under the Securities Act.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 13, 2024, in connection with the Second Amendment, the Company, with the consent of the holders required thereby, amended the Certificate of Designations of the Company, dated as of May 5, 2023 (the “Certificate of Designations”, and such amendment, the “Amendment to the Certificate of Designations”), to, among other things, amend the terms of the preemptive rights held by holders of the outstanding shares of the Company’s 9.00% Series A Convertible Participating Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”).

The foregoing is not a complete description of the Amendment to the Certificate of Designations and is qualified by reference to the full text and terms of the Amendment to the Certificate of Designations, which is filed as Exhibit 3.1 to this report and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

In connection with transactions contemplated by the Second Amendment, on March 13, 2024, certain stockholders of the Company representing (i) more than a majority of the voting power of the Company’s issued and outstanding Series A Preferred Stock and (ii) a majority of the Entitled Stockholders (as defined in 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.

Item 7.01. Regulation FD Disclosure.

In connection with the Second Amendment, the Company and the Lenders are in discussions to explore further financing proposals, which contemplate the issuance of additional securities of the Company and its subsidiaries. In connection therewith, the Company and the Lenders 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 Company pursues alternative financing prior to April 30, 2024. These discussions are ongoing and there can be no assurance that the Company will enter into any such transaction.

Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.

Exhibit Number			Description

3.1			First Amendment to the Certificate of Designations of 9.00% Series A Convertible Participating Preferred Stock.
10.1			Second Amendment to Loan and Security Agreement, dated as of March 13, 2024.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	INVACARE HOLDINGS CORPORATION
	(Registrant)

Date: March 15, 2024	By:	/s/ Anthony C. LaPlaca
	Name:	Anthony C. LaPlaca
	Title:	Senior Vice President, General Counsel,
		Chief Administrative Officer and Secretary

Exhibit 3.1

INVACARE HOLDINGS CORPORATION

FIRST AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF

9.00% SERIES A CONVERTIBLE PARTICIPATING PREFERRED STOCK

Invacare Holdings Corporation, a corporation organized under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

I. The Board of Directors of the Corporation (the “Board of Directors”), by resolutions adopted on May 5, 2023, and a Certificate of Designations filed with the Secretary of State of the State of Delaware on May 5, 2023 (the “Certificate of Designations”), established a series of Preferred Stock designated as “9.00% Series A Convertible Participating Preferred Stock” (the “Series A Preferred Stock”).

II. The Board of Directors, by resolution adopted on March 12, 2024, determined that it was advisable and in the best interest of the Corporation and its stockholders to amend the Certificate of Designations as follows (the “Amendment”):

1. Section 3, to add the following new definitions, each in its corresponding alphabetical place:

““ABL Credit Agreement” shall mean that certain loan and security agreement dated May 5, 2023 among the Corporation and the other borrowers from time to time party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto and White Oak Commercial Finance, LLC, as Administrative Agent and Collateral Agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Debt” shall mean, as to any Person as of any date of determination, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial letters of credit), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; and (c) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse.

“Debt Group Members” shall mean each of Backstop Parties to the extent that each such Backstop Party has fully funded at least its pro rata portion of the aggregate principal under the ABL Credit Agreement as of any applicable date (with such pro rata portion being a fraction determined by dividing (x) the number of Series A Preferred Stock held by such Backstop Party or its Related Funds on the Effective Date and (y) the total number of Series A Preferred Stock owned by all of the Backstop Parties and their respective Related Funds) as of the Effective Date.

“Debt Offer Notice” shall have the meaning set forth in Section 6(f).

“Declining Group Member” shall have the meaning set forth in Section 6(f).

“Exercising Group Member” shall have the meaning set forth in Section 6(f).

“Exercise Period” shall have the meaning set forth in Section 6(f).

“Material Terms” shall have the meaning set forth in Section 6(f).

“Pro Rata Portion” shall mean with respect to a Debt Group Member, a fraction determined by dividing (x) the number of Series A Preferred Stock held by such Debt Group Member or its Related Funds on the Effective Date and (y) the total number of Series A Preferred Stock owned by all of the Exercising Group Members and their respective Related Funds as of the Effective Date.

“Restricted Debt Transaction” shall have the meaning set forth in Section 6(f).

2. The following shall be added as the last paragraph to Section 6(e):

“Notwithstanding the foregoing or anything to the contrary herein, the provisions of this Section 6(e) shall not apply to any Offer of New Securities made pursuant to, as a result of or related to the ABL Credit Agreement or the transactions contemplated thereby.”

3. Section 6(f) shall be added as follows:

“If at any time prior to September 12, 2024, the Corporation or any of its Subsidiaries, offer to enter into any agreement, negotiate with, or consummate any transaction that would result in the Company or any of its Subsidiaries incurring Debt (a “Restricted Debt Transaction”), the Corporation shall offer to each Debt Group Member the right to participate in such Restricted Debt Transaction and fund such Debt Group Member’s Pro Rata Portion of such Restricted Debt Transaction on the terms set forth in this Section 6(f).

(i) If the Corporation or any of its Subsidiaries wishes to enter into any agreement or consummate a Restricted Debt Transaction, the Corporation shall deliver to each Debt Group Member a prior written notice (the “Debt Offer Notice”) describing the material financial and other terms and conditions of such offer (the “Material Terms”), including, without limitation and as applicable, the principal, maturity date, interest rates, collateral, default provisions, guarantors premiums and prepayment penalties and each Debt Group Member’s Pro Rata Portion of such Restricted Debt Transaction.

(ii) In order to exercise its funding rights hereunder, a Debt Group Member must, within 5 Business Days after delivery of the Debt Offer Notice (the “Exercise Period”), deliver a written notice to the Corporation stating that the Debt Group Member exercises its participation and funding right and the amount such Debt Group Member, or any of its Related Funds, shall fund in accordance with the Material Terms, which amount shall be all or any portion of the Debt Group Member’s Pro Rata Portion for such Restricted Debt Transaction (an “Exercising Group Member”).

(iii) In the event that any Debt Group Member fails to exercise its rights under this Section 6(f) with respect to any particular Restricted Debt Transaction within the Exercise Period (a “Declining Group Member”), the Corporation or its applicable Subsidiary may consummate the Restricted Debt Offer on Material Terms that are the same or more favorable to the Corporation or its applicable Subsidiary as the Material Terms set forth in the Debt Offer with any third party funding any Declining Members’ Pro Rata Portion of the Restricted Debt Transaction or any portion of the Restricted Debt Transaction not otherwise funded by Exercising Group Members. If such Restricted Debt Transaction is not consummated within such 20 day period, the terms and conditions of this Section 6(f) will again apply and Corporation shall not, and shall not permit any Subsidiary of the Corporation

to enter into any Restricted Debt Transaction without affording all of the Debt Group Members the right to participate in such Restricted Debt Transaction on the terms and conditions of this Section 6(f).”

III. The holders of a majority of the outstanding shares of Series A Preferred Stock and a majority of the Entitled Stockholders, representing the votes necessary to authorize such action pursuant to Section 4.2 of the Certificate of Incorporation of the Corporation and Section 7(b) and Section 18 of the Certificate of Designations, acting by written consent, approved the adoption of the Amendment.

IV. Accordingly, the Amendment has been duly adopted in compliance with Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on this 13th day of March, 2024.

INVACARE HOLDINGS CORPORATION

By: /s/ Anthony C. LaPlaca

Name: Anthony C. LaPlaca

Title: Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

Exhibit 10.1

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 13, 2024, is entered into by and among INVACARE HOLDINGS CORPORATION, a Delaware corporation (“Parent”), INVACARE CORPORATION, an Ohio corporation (“Invacare”), FREEDOM DESIGNS, INC., a California corporation (“Freedom Designs”), MEDBLOC, INC., a Delaware corporation (“Medbloc”), INVACARE CANADA L.P., an Ontario limited partnership (“Invacare Canada”), MOTION CONCEPTS L.P., an Ontario limited partnership (“Motion Concepts”), and PERPETUAL MOTION ENTERPRISES LIMITED, an Ontario limited partnership (“Perpetual Motion”; together with Invacare, Freedom Designs, Medbloc, Invacare Canada, and Motion Concepts, each a “Borrowers”, and collectively the “Borrowers”), each Guarantor party hereto (collectively, the “Guarantors”), each Lender party hereto (collectively, the “Lenders”), and WHITE OAK COMMERCIAL FINANCE, LLC, a Delaware limited liability company, as Administrative Agent and as Collateral Agent (respectively, the “Administrative Agent” and the “Collateral Agent”).

RECITALS

WHEREAS, the Borrowers, the Guarantors, the Lenders, the Administrative Agent, and the Collateral Agent are party to that certain Loan and Security Agreement dated as of May 5, 2023, among the borrowers from time to time party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto and White Oak Commercial Finance, LLC, as Administrative Agent and Collateral Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to giving effect to this Amendment, the “Existing Credit Agreement”, and, as amended by this Amendment, and as further amended, restated, supplemented or otherwise modified from time to time after the effectiveness of this Amendment, the “Credit Agreement”);

WHEREAS, the Borrowers desire that the Lenders party hereto and the other parties hereto agree to amend the Existing Credit Agreement to make certain changes to the Existing Credit Agreement as more fully set forth herein, which amendments shall become effective upon the Second Amendment Effective Time (as defined below);

WHEREAS, the Guarantors agree that all of Borrowers’ obligations under the Credit Facility are and shall continue to be guaranteed by the Guarantors, and each Guarantor has agreed to confirm the Guaranty (as defined in the Existing Credit Agreement) as set forth in the Credit Agreement;

WHEREAS, the Lenders party hereto are willing to make such changes as more fully set forth herein, in each case, subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the premises contained herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms; References. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein (including the recitals hereto) as defined therein.

2. Additional Advances.

(a) Notwithstanding that all Commitments (other than to make Loans deemed made pursuant to Section 2.12(c) of the Credit Agreement in respect of Letter of Credit Disbursements) have previously terminated as of the First Amendment Effective Time pursuant to the First Amendment, the Lenders have agreed to provide, severally and not jointly or jointly and severally, an additional advance of Loans pursuant to the Credit Agreement on the date hereof in the amount of Twelve Million Dollars ($12,000,00.00) (the “Second Amendment Advance”). The Second Amendment Advance, together with the Additional Advance (as defined in the First Amendment), the Remaining Advance (as defined in the First Amendment), and the Pre-Assignment Principal Balance (as defined in the First Amendment), are deemed to have been made in the aggregate as a Loan to the Borrowers under the Credit Agreement and to constitute the principal balance of the Loans as of the date hereof, in the amount of Twenty-Eight Million Three Hundred Twenty-Five Thousand Eight Hundred Dollars ($28,325,800.00) (the “Existing Principal Obligations”). The Borrowers confirm that all Commitments remain terminated, and agree that they have requested the Second Amendment Advance to be made pursuant to the same terms as the other advances constituting the Loans;

(b) Each Lender agrees severally and not jointly or jointly and severally that upon the effectiveness of this Amendment on the Second Amendment Effective Time each such Lender shall make the Second Amendment Advance on the Second Amendment Effective Time in the aggregate principal amount equal to the amount of its Percentage Share indicated on Schedule I hereto of the amount of such Second Amendment Advance, and, in each case, when made, the Second Amendment Advance shall be added to and constitute a part of the outstanding Revolving Loans under the Credit Agreement.

(c) Upon the making of the Second Amendment Advance hereunder, the Administrative Agent shall promptly update the Register to give effect to the Second Amendment Advance.

3. Amendments. In reliance upon the representations and warranties set forth in Section 5 below and upon satisfaction of the conditions to effectiveness set forth in Section 5 below, upon the Second Amendment Effective Time, the Existing Credit Agreement is hereby amended as follows:

a. Additional Definitions. Section 1.01 of the Existing Credit Agreement is hereby amended to add thereto in alphabetical order the following definitions which shall read in full as follows:

“First Amendment” means that certain First Amendment to Loan and Security Agreement dated as of February 26, 2024 by and among the Lenders, the Loan Parties, the Administrative Agent and the Collateral Agent.

“Second Amendment” means that certain Second Amendment to Loan and Security Agreement dated as of March 13, 2024 by and among the Lenders, the Loan Parties, the Administrative Agent and the Collateral Agent.

“Second Amendment Effective Time” has the meaning given in the Second Amendment.

b. Exit Fee: Section 2.03(d) of the Existing Credit Agreement is hereby stricken and replaced with the following:

(d) Exit Fee. Notwithstanding anything to the contrary contained herein, Borrowers shall jointly and severally pay to the Agent and the Agent shall deliver to the Lenders the Exit Fee set forth in that certain Exit Fee Letter dated as of the Second Amendment Effective Time when such fee becomes payable pursuant to the terms thereof.

a. Borrowing Base Reporting. Section 6.01(e) of the Existing Credit Agreement is hereby amended by deleting clauses (i) and (ii) in their entirety.

b. Accounts Payable and Accounts Receivable Aging. Section 6.01(e) of the Existing Credit Agreement is hereby amended by moving clause (v) into a new “Weekly (not later than the 4th Business Day of each week)” row and adding “Commencing with the week of March 25, 2024” immediately before “accounts receivable listings” therein.

c. Budget Process and Expenditures.

(i) Section 6.24(a) (Approved Budget) of the Existing Credit Agreement is hereby stricken and deleted and replaced with the following:

(a) On the last Thursday of each month after the Second Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agent, for review and approval by the Required Lenders, an updated week-by-week operating budget for the then subsequent month (each a “Budget” and, once approved as set forth below, the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, for the Borrowers and their respective Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may

include e-mail) during the review period by the Administrative Agent (at the direction of the Required Lenders) or Required Lenders.

(ii) Section 6.24(b) of the Existing Agreement is hereby amended to replace the word “weekly” with the word “monthly”.

(iii) Section 7.06 (Expenditures) of the Existing Credit Agreement is hereby stricken and deleted and replaced with the following:

EXPENDITURES. The Loan Parties will not, and will not permit any Borrower or any Subsidiary of a Borrower to, spend cash or make any expenditure unless the net cash flow for the Loan Parties and their Subsidiaries, for the cumulative period commencing at the beginning of such month and through and including the end of each week during such month, is at least 92.5% of any forecasted positive net cash flow and not more than 7.5% more negative than any forecasted negative cash flow for such cumulative period in the Approved Budget (the “Permitted Variance”); provided, however, that nothing in this Section 7.06 shall restrict a payment of CF Debt Priority Obligations to the extent that the Loan Parties and the Lender Parties are prohibited from restricting such payments under the Intercreditor Agreement. The Lenders hereby are providing the Administrative Agent a standing (but revocable) direction to release, on each Business Day, to the Borrowers funds from the Administrative Agent’s concentration account to the Borrowers’ operating accounts as the Borrowers may request, subject to the right of the Required Lenders to revoke this standing direction on written notice at any time in the sole and absolute discretion of the Required Lenders.”

4. Additional Terms. In furtherance of the foregoing amendments to the Existing Credit Agreement, the Administrative Agent, the Collateral Agent and each Lender hereby acknowledges and agrees that following the Second Amendment Effective Time, no Borrowing Base Certificates, or other reporting in respect of the Borrowing Base or Availability under the Credit Agreement shall be required, requested or delivered. The Parent hereby covenants and agrees to issue to the Lenders set forth in the First Amendment as of the effective date of such First Amendment (or their designated affiliates) (the “First Amendment Lenders”) in accordance with the Subscription Agreements, the amount of common stock of the Parent as set forth in Schedule I hereto.

5. Representations and Warranties; Loan Document. Each of the Borrowers, each of the Guarantors and each other Loan Party hereby represents and warrants to the Administrative Agent and the Lenders that as of the date hereof the representations and warranties of the Borrowers, the Guarantors or such other Loan Party set forth in the Loan Documents are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all respects) on and as of such date (except with respect to the non-occurrence of any Specified Defaults), with the same effect as if made on and as of such date (other than those representations and warranties that by their terms expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).

6. Conditions. The effectiveness of this Amendment on the date at the time hereof (the “Second Amendment Effective Time”) is subject to the satisfaction of each of the following conditions precedent (each in form and substance satisfactory to the Lenders):

a. The Lenders and the Administrative Agent shall have received:

(i) counterparts of this Amendment duly executed and delivered by the Borrowers, the Guarantors, the Lenders and the Administrative Agent;

(ii) such documents and certifications as the Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization or formation;

(iii) such certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party as any Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party; and

(iv) the initial Budget for the 4-week period commencing on the date of the Second Amendment Effective Time substantially in the form of the Budget delivered to the Lenders during the week of March 4, 2024 under the Existing Credit Agreement (as amended by the First Amendment);

b. The Parent shall have entered into subscription agreements (“Subscription Agreements”) with the First Amendment Lenders for the issuance of common stock of Parent in accordance with such Subscription Agreement, which Subscription Agreement shall be acceptable to such First Amendment Lenders;

c. The Parent Certificate of Designations shall have been amended in a manner acceptable to the First Amendment Lenders;

d. There shall have been declared no Event of Default under the Term Debt or the Convertible Notes Debt; and

e. The representations and warranties of each Loan Party set forth in Section 5 above are true and correct on and as of the date hereof.

7. Continuing Effect; No Other Amendments or Modifications; Reaffirmation. Except as expressly provided herein, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect. The amendments provided for herein are limited to the specific subsections of the Credit Agreement specified herein and shall not constitute a waiver of, consent to a departure from, or an amendment or other modification of, or an indication of the Administrative Agent’s or the Lenders’ willingness to waive, consent to a departure from, amend or modify, any other provisions of the Credit Agreement or any of the other Loan Documents. Each of the Borrowers and each other Loan Party hereby acknowledges and agrees that, after giving effect to this Amendment, except as

expressly set forth in this Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party are reaffirmed, and remain in full force and effect. Except as expressly provided herein, the execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent, the Collateral Agent or any Lender under, the Credit Agreement or any of the other Loan Documents.

8. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

9. Counterparts. This Amendment may be executed in one or more counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page of this Amendment shall be effective as delivery of a manually executed counterpart of this Amendment.

10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTIONS 10.17 (GOVERNING LAW; JURISDICTION; ETC.) AND 10.18 (WAIVER OF RIGHT TO TRIAL BY JURY) OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN MUTATIS MUTANDIS.

11. Authorization. The Lenders signatory hereto (which collectively constitute all of the Lenders) authorize and direct the Administrative Agent and the Collateral Agent to execute and deliver (a) this Amendment, and (b) any other agreements or documents required in connection herewith.

12. Ratification and Incorporation of Credit Agreement and Other Loan Documents. Except as expressly modified under this Amendment, (a) the Borrowers and each other Loan Party hereby acknowledges, confirms and ratifies all of the terms and conditions set forth in, and all of its obligations under, the Credit Agreement and the other Loan Documents, and (b) all of the terms and conditions set forth in the Credit Agreement and the other Loan Documents are incorporated herein by this reference as if set forth in full herein. The Borrowers and each other Loan Party (i) represents that it has no offset, defense, counterclaim, dispute or disagreement of any kind or nature whatsoever with respect to the amount of the Existing Principal Obligations, (ii) reaffirms the giving of guarantees (other than with respect to the Borrowers) previously given and the granting of all Liens previously granted pursuant to the Loan Documents to secure all Obligations, and (iii) reaffirms the validity and enforceability of any appointment of the Collateral Agent as proxy or attorney-in-fact under the Loan Documents, and the Borrowers and each other Loan Party reappoints the Collateral Agent as its proxy and attorney-in-fact in accordance with the terms of the Loan Documents, as applicable, which appointment is irrevocable and coupled with an interest, for the purpose of carrying out the provisions of the Loan Documents, as applicable. All financing statements, including without limitation all financing statements filed pursuant to the Existing Credit Agreement in favor of the Collateral Agent, filed before the date of this Agreement to perfect the Security Interest in the Collateral were authorized by the Borrowers and each other Loan Party and are hereby ratified.

13. Loan Document. Notwithstanding anything to the contrary in any Loan Document, this Amendment shall constitute a “Loan Document,” as defined in the Credit Agreement.

14. Waiver. The Administrative Agent, the Collateral Agent and the Lenders hereby waive any Default or Event of Default that may occur under Section 8.01(b) of the Loan Agreement resulting from breaches of Section 6.14(b) of the Loan Agreement as a result of the Loan Parties not maintaining $4,000,000 of unrestricted, unreserved cash in Deposit Accounts subject to a first priority Lien in favor of Collateral Agent and upon which Collateral Agent has a Control Agreement for the periods ending March 31, 2024, April 30, 2024, and May 31, 2024 (if an Event of Default arises from breaches of Section 6.14(b) for any or all of those three periods) and any Default or Event of Default that may result from the failure to deliver timely notice of any such Default or Event of Default under Section 8.01(b) (the “Specified Defaults”). The foregoing waiver is limited to the Specified Defaults for the periods ending March 31, 2024, April 30, 2024, and May 31, 2024, and shall not constitute a modification or alteration of the terms, conditions, or covenants of the Credit Agreement or any other Loan Document, a waiver of, or consent to, any breach of, or any Event of Default (other than the Specified Defaults) under the Credit Agreement or any other Loan Document, or a waiver of the provisions of Section 8.01(b) or 6.14(b) for any other period, or, except with respect to the Specified Defaults, a waiver, release or limitation upon the exercise by Agents or any Lender of any of their respective rights, legal or equitable, under the Credit Agreement, the other Loan Documents or applicable law, all of which are hereby reserved. Nothing herein or in the Credit Agreement shall be construed to constitute a waiver of any other Defaults or Events of Default, even if the Lender Parties are aware thereof, and each of the parties party hereto acknowledge that any such other Defaults and Events of Default shall be continuing after giving effect to this Amendment until expressly waived in writing by the Lenders who collectively constitute the Required Lenders.

15. Release. The Borrowers and each other Loan Party, and their respective successors and assigns, hereby remises, releases and forever discharges each Agent, each Lender, and their respective present and former officers, directors, stockholders, employees, agents, attorneys, successors and assigns (collectively, the “Released Parties”) from any and all claims, rights, actions, causes of action, suits, liabilities, defenses, damages and costs now existing, heretofore existing or which may heretofore accrue against any of the Released Parties and arising from or otherwise relating to the Existing Credit Agreement, the Credit Agreement, the other Loan Documents or any transaction contemplated thereby, the administration of the Loans and other financial accommodations made thereunder, the collateral security given in connection therewith, or any related discussions or negotiations, in each case whether known or unknown, suspected or unsuspected, but excluding any continuing express obligations set forth in the Existing Credit Agreement, the Credit Agreement or any other Loan Document. The Borrowers and each other Loan Party waives any and all claims, rights and benefits it may have under any law of any jurisdiction that would render ineffective a release made by a creditor of claims that the creditor does not know or suspect to exist in its favor at the time of executing the release and that, if known by it, would have materially affected its settlement with the applicable debtor. Without limiting the foregoing, the Borrowers and each other Loan Party waives the provisions of California Civil Code Section 1542, which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

Each Borrower and each other Loan Party acknowledges that it has been represented by independent legal counsel of its own choice throughout all of the negotiation that preceded the execution of this Amendment and that it has executed this Amendment after receiving the advice of such independent legal counsel.

Each Borrower and each other Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

Each Borrower and each other Loan Party and their respective successors and assigns, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Agent, each Lender and each of the other Released Parties that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Agent, any Lender or any other Released Party on the basis of any claim released, remised and discharged by the Borrowers or such Loan Party pursuant to this Section 15. If the Borrowers or any other Loan Party, or their respective successors or assigns, violates the foregoing covenant, the Borrowers and each other Loan Party, including on behalf of their respective successors and assigns, jointly and severally agrees to pay, in addition to such other damages as any Agent, any Lender or any other Released Party may sustain as a result of such violation, all attorneys’ fees and costs incurred by any such Agent, any such Lender or any such other Released Party.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

BORROWERS:

INVACARE CORPORATION

By: /s/ Kai Zhu

Name: Zhu, Kai

Title: Senior Vice President and Chief Financial Officer

FREEDOM DESIGNS, INC.,

By: /s/ Kai Zhu

Name: Zhu, Kai

Title: President

MEDBLOC, INC.

By: /s/ Kai Zhu

Name: Zhu, Kai

Title: President

INVACARE CANADA L.P.

By Invacare Canada General Partner Inc. its general partner

By: /s/ Kai Zhu

Name: Zhu, Kai

Title: Treasurer

MOTION CONCEPTS L.P.

By Carroll Healthcare Inc. its general partner

By: /s/ Kai Zhu

Name: Zhu, Kai

Title: Vice President

PERPETUAL MOTION ENTERPRISES LIMITED

By: /s/ Anthony C. LaPlaca

Name: LaPlaca, Anthony, C.

Title: Secretary

GUARANTORS:

CARROLL HEALTHCARE GENERAL PARTNER, INC.

By: /s/ Kai Zhu

Name: Zhu, Kai

Title: Vice President

CARROLL HEALTHCARE INC.

By: /s/ Kai Zhu

Name: Zhu, Kai

Title: Vice President

INVACARE CANADA GENERAL PARTNER INC.

By: /s/ Kai Zhu

Name: Zhu, Kai

Title: Treasurer

INVAMEX HOLDINGS LLC, successor-in-interest to INVAMEX HOLDINGS INC.

By: /s/ Kai Zhu

Name: Zhu, Kai

Title: President

INVACARE HOLDINGS CORPORATION, and

By: /s/ Kai Zhu

Name: Zhu, Kai

Title: Senior Vice President and Chief Financial Officer

ADAPTIVE SWITCH LABORATORIES, INC.

By: /s/ Kai Zhu

Name: Zhu, Kai

Title: President

INTERNATIONAL HOLDINGS

INVACARE INTERNATIONAL HOLDINGS CORP.

By: /s/ Kai Zhu

Name: Kai Zhu

Title: Senior Vice President and Chief Financial Officer

ADMINISTRATIVE AGENT:

WHITE OAK COMMERCIAL FINANCE, LLC,
a Delaware limited liability company

By: /s/ Thomas K. Otte

Name: Thomas K. Otte

Title: Chief Executive Officer

COLLATERAL AGENT:

WHITE OAK COMMERCIAL FINANCE, LLC,
a Delaware limited liability company

By: /s/ Thomas K. Otte

Name: Thomas K. Otte

Title: Chief Executive Officer

LENDER:

MIDTOWN ACQUISITIONS L.P.

By: Midtown Acquisitions GP LLC, its general partner

By: /s/ Conor Bastable

Name: Conor Bastable

Title: Managing Member

LENDER:

DG VALUE PARTNERS, LP