Explanatory Note
This Amendment No. 3 (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 13, 2023 and Amendment No. 2 on February 2, 2024 (as amended by this Schedule 13D Amendment, the Schedule 13D), is being filed on
behalf of Tenor Capital Management Company, L.P., a Delaware limited partnership (Tenor Capital), Tenor Opportunity Master Fund, Ltd., a Cayman Islands corporation (the Master Fund) and Robin Shah, a citizen of the United
States of America (together with Tenor Capital and the Master Fund, 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:
On February 13, 2024, the Reporting Persons, together with the Named Stockholders, representing more than a majority of the voting power of
the Issuers issued and outstanding capital stock, acted by written consent in lieu of a special meeting to, among other things, appoint Jame Donath, J. Carney Hawks and Samuel Brill as directors of the Issuer and remove Steven Rosen, Randel
Owen and Peter Kuipers as directors of the Issuer. In addition, certain provisions of the Issuers bylaws were amended to provide the Issuer with greater flexibility relating to the calling of special meetings of directors and the compensation
of directors.
The foregoing is not intended to limit the matters previously disclosed in Item 4 of the Schedule 13D.
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.
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