2 unchanged sentences
Holders of Common Stock
−Removed: As of February 29, 2024, INNOVATE had approximately 48 holders of record of its common stock.
+Added: As of March 27, 2025, INNOVATE had approximately 43 holders of record of its common stock.
This number does not include stockholders for whom shares were held in "nominee" or "street" name.
2 unchanged sentences
The secured indentures governing certain of our debt instruments contain covenants that, among other things, limit or restrict our ability to make certain restricted payments, including the payment of cash dividends with respect to our common stock.
−Removed: The DBMG Facility contains similar covenants applicable to DBMG.
+Added: DBMG has a revolving line of credit and term loans which contain similar covenants applicable to DBMG.
Refer to Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources and Note 11.
−Removed: Debt Obligations to our Consolidated Financial Statements included in this Annual Report on Form 10-K for more detail concerning our Secured Notes and other financing arrangements.
+Added: Debt Obligations of our Consolidated Financial Statements included in this Annual Report on Form 10-K for more detail concerning our Secured Notes and other financing arrangements.
Moreover, dividends may be restricted by other arrangements entered into in the future by us.
For details on preferred share dividends refer to Note 16.
−Removed: Temporary Equity and Equity in the Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated herein by reference.
+Added: Equity and Temporary Equity included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference.
Issuer Purchases of Equity Securities
Equity Award Share Withholding
−Removed: Shares of common stock withheld as payment of withholding taxes in connection with the vesting or exercise of equity awards are also treated as common stock repurchases.
+Added: Shares of common stock withheld as payment of withholding taxes in connection with the vesting or exercise of equity awards are treated as common stock repurchases.
Those withheld shares of common stock are not considered common stock repurchases under an authorized common stock repurchase plan.
−Removed: During the fourth quarter of 2023, there were no shares withheld for taxes.
−Removed: During the year ended December 31, 2023, we withheld 59,732 shares at an average price per share of $2.94 as payment of withholding taxes in connection with the vesting of employee equity awards.
−Removed: Information regarding our equity compensation plans will be set forth in our 2024 Proxy Statement and is incorporated herein by reference.
+Added: During the year ended December 31, 2024, there were no shares withheld in connection with the vesting of employee equity awards.
+Added: Unregistered Sales of Equity Securities
+Added: Series C Private Placement
+Added: On March 28, 2024, the Company issued and sold 25,000 shares of its Series C Non-Voting Participating Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”) for the aggregate purchase price of $25.0 million to Lancer Capital LLC (“Lancer Capital”), an investment fund led by Avram A.
+Added: Glazer, the Chairman of the Company’s board of directors, pursuant to that Investment Agreement dated as of March 5, 2024, (the “Investment Agreement”) by and between the Company and Lancer Capital.
+Added: The related Rights Offering and the Company’s entry into the Investment Agreement was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 6, 2024.
+Added: On April 24, 2024, in connection with the closing of the Rights Offering, the Company sold approximately 6,286 additional shares of Series C Preferred Stock to Lancer Capital in consideration of Lancer Capital funding $6.3 million pursuant to the Investment Agreement.
+Added: On June 18, 2024, the Company held its annual shareholder meeting where Company's shareholder's approved the conversion of the Series C Preferred Stock into common stock.
+Added: As a result, approximately 31,286 Series C Preferred Stock, held by Lancer Capital were converted into 4,469,390 shares of common stock (44,693,895 shares of common stock on a pre Reverse Stock Split basis).
+Added: These issuances and sales were consummated without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act.
+Added: The Company is basing such reliance upon representations made by Lancer Capital, including, but not limited to, representations as to Lancer Capital’s status as an “accredited investor” (as defined in Rule 501(a) under the Securities Act) and Lancer Capital’s investment intent.
+Added: The Series C Preferred Stock was not offered or sold by any form of general solicitation or general advertising (as such terms are used in Rule 502 under the Securities Act).
+Added: The Series C Preferred Stock and the corresponding shares of common stock issued upon conversion of the Series C Preferred Stock may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws.
+Added: Use of Proceeds
+Added: During the year ended December 31, 2024, the Company received $35.0 million in aggregate gross proceeds related to the Rights Offering and Concurrent Private Placement (inclusive of the $31.3 million from Lancer Capital discussed above) and incurred $1.8 million in dealer manager fees and other related costs.
+Added: INNOVATE has utilized the net proceeds from the Rights Offering and Concurrent Series C Private Placement for general corporate purposes, including debt service and working capital.
+Added: In addition, as a result of the closing of the Rights Offering and Concurrent Private Placement, a mandatory prepayment was required on the CGIC Unsecured Note, and on April 26, 2024, INNOVATE redeemed $4.1 million of the CGIC Unsecured Note.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.