8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 21, 2022

INVACARE CORPORATION

(Exact name of Registrant as specified in its charter)

Ohio	001-15103	95-2680965
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

One Invacare Way, Elyria, Ohio 44035

(Address of principal executive offices, including zip code)

(440) 329-6000

(Registrant’s telephone number, including area code)

———————————————————————————————— 

(Former name, former address and former fiscal year, if changed since last report)

————————————————————————————————————

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common Shares, without par value	IVC	New York Stock Exchange

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 (see General Instruction A.2. below):

☐ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A ("Form 8-K/A") amends the Current Report on Form 8-K of Invacare Corporation (the "Company") filed on November 21, 2022 (the "Original Report").

This Form 8-K/A is being filed to (i) amend and restate the disclosure in Item 1.01 solely for the purpose of correcting the last sentence of the third paragraph of Item 1.01 and (ii) file a corrected version of Exhibit 10.1 of the Original Report.

Except as expressly set forth herein, this Form 8-K/A does not amend or modify any other item or disclosure contained in the Original Report.

Item 1.01. Entry into a Material Definitive Agreement.

On November 21, 2022, Invacare Corporation (the "Company") entered into an Amendment No. 1 to Cooperation Agreement (the "Amendment") with Azurite Management LLC, Steven H. Rosen, Crawford United Corporation, Edward F. Crawford and Matthew V. Crawford (collectively, "Azurite"), which amended the Cooperation Agreement entered into by the Company and Azurite on August 22, 2022 (the "Original Agreement").

The Original Agreement provided that certain obligations of the Company with respect to the directors of the Company designated by Azurite would terminate if Azurite and its affiliates do not own at least 3,946,558 Common Shares of the Company. The Amendment reduced the amount of that share ownership threshold to 3,600,000 Common Shares of the Company.

The Original Agreement also provided that Azurite is subject to certain standstill provisions, including one provision that prohibited Azurite from offering to acquire, agreeing to acquire or acquiring rights to acquire, directly or indirectly, any voting securities of the Company which would result in the ownership or control of, or other beneficial ownership interest, in excess of 19.9% of the then-outstanding Common Shares. The Amendment reduced the percentage of that beneficial ownership interest threshold to 9.995% of the total voting power represented by all shares of capital stock of the Company.

The foregoing description of terms and conditions of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and the Original Agreement, a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 22, 2022, and each of which is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number	Description of Exhibit
10.1	Amendment No.1 to Cooperation Agreement, dated November 21, 2022, by and between the Company and Azurite.
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 CORPORATION
	(Registrant)
Date: November 22, 2022	By:	/s/ Anthony C. LaPlaca
	Name:	Anthony C. LaPlaca
	Title:	Senior Vice President, General Counsel,
		Chief Administrative Officer and Secretary

Exhibit Index

Exhibit Number	Description of Exhibit
10.1	Amendment No.1 to Cooperation Agreement, dated November 21, 2022, by and between the Company and Azurite.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO COOPERATION AGREEMENT

This Amendment No. 1 to the Cooperation Agreement (this “Amendment”), dated as of November 21, 2022, is by and among Azurite Management LLC, an Ohio limited liability company (together with the members of its investment “group” for purposes of Schedule 13D filed with the SEC executing this Agreement on the signature pages hereto, “Azurite”), and Invacare Corporation, an Ohio corporation (the “Company”), with respect to the matters set forth below. Each of the Company and Azurite is referred to as a “Party” and jointly are referred to as the “Parties”. For the purposes of this Amendment, (i) terms used with initial capital letters and not otherwise defined herein will have the meanings assigned to them in the Cooperation Agreement, and (ii) references to sections in this Amendment refer to such sections of the Cooperation Agreement.

WHEREAS, the Parties are party to that certain Cooperation Agreement, dated August 22, 2022 (the “Cooperation Agreement”).

WHEREAS, the Parties desire to amend the Cooperation Agreement pursuant to and in accordance with Section 15 of the Cooperation Agreement, as set forth herein.

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Azurite and the Company agree as follows:

1.Amendment. The Cooperation Agreement is hereby amended as follows:

a.Section 1(j)(ii) is hereby amended by replacing the text “3,946,558” therein, in all instances in which such text appears, with the following text: “3,600,000”.

b.Section 2(c)(i)is hereby amended by replacing the text “19.9% of the then-outstanding Common Shares" therein with the following text: “9.995% of the total voting power represented by all shares of capital stock of the Company”.

2.Binding Effect. Except to the extent expressly provided herein, the Cooperation Agreement will remain in full force and effect in accordance with its terms.

3.Miscellaneous. Sections 12 through 16 of the Cooperation Agreement are incorporated herein by reference on a mutatis mutandis basis and, to the extent applicable, will govern the terms of this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.

Azurite

AZURITE MANAGEMENT LLC
By:	/s/ Steven H. Rosen
	Name: Steven H. Rosen
	Title: Manager
STEVEN H. ROSEN
By:	/s/ Steven H. Rosen
CRAWFORD UNITED CORPORATION
By:	/s/ Brian E. Powers
	Name: Brian E. Powers
	Title: President and Chief Executive Officer
EDWARD F. CRAWFORD
By:	/s/ Brian E. Powers
	Name: Brian E. Powers
	Title: Attorney-in-fact
MATTHEW V. CRAWFORD
By:	/s/ Brian E. Powers
	Name: Brian E. Powers
	Title: Attorney-in-fact

Invacare

INVACARE CORPORATION
By:	/s/ Geoffrey Porter Purtill
	Name: Geoffrey Porter Purtill
	Title: President and Chief Executive Officer

XML

Cover	Nov. 21, 2022
Document Information [Line Items]
Document Period End Date	Nov. 21, 2022
Entity Registrant Name	INVACARE CORPORATION
Entity Incorporation, State or Country Code	OH
Entity File Number	001-15103
Entity Central Index Key	0000742112
Entity Tax Identification Number	95-2680965
Title of 12(b) Security	Common Shares, without par value
Trading Symbol	IVC
Security Exchange Name	NYSE
Amendment Flag	false
Document Type	8-K/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Information [Line Items]
Entity Registrant Name	INVACARE CORPORATION
Entity Incorporation, State or Country Code	OH
Entity File Number	001-15103
Entity Tax Identification Number	95-2680965
City Area Code	(440)
Local Phone Number	329-6000
Entity Addresses [Line Items]
Entity Address, Address Line One	One Invacare Way
Entity Address, City or Town	Elyria
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44035