innv-20240925FALSE000183437600018343762024-09-262024-09-26
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): September 26, 2024
INNOVAGE HOLDING CORP.
(Exact name of registrant as specified in its charter)
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Delaware | 001-40159 | 81-0710819 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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8950 E. Lowry Boulevard Denver, CO | | 80230 |
(Address of principal executive offices) | | (Zip Code) |
(844) 803-8745
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 par value | INNV | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
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 x
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. o
Item 8.01. Other Events.
On September 26, 2024, InnovAge Holding Corp. (the “Company”) announced that its Board of Directors increased the amount of its common stock that may be repurchased under its share repurchase program (the “Program”), originally approved in June 2024. The increase authorizes the Company to repurchase up to an additional $2.5 million of its common stock, in addition to the $5.0 million originally authorized. Since June 2024, the Company has repurchased a total of 837,372 shares of common stock under the June 2024 authorization, with an aggregate market value of $5.0 million.
Shares repurchases under the Program may be made from time to time on the open market including in compliance with Rule 10b-18 under the Exchange Act of 1934, in privately negotiated transactions, or in any other manner that complies with the applicable securities law, including through the use of Rule 10b5-1 trading plans. The timing of purchases and number of shares repurchased under the Program will depend upon a variety of factors including the Company’s stock price, trading volume, corporate and regulatory requirements and market conditions. The Company is not obligated to purchase any shares under the Program and the Program may be suspended or discontinued at any time without notice.
A copy of the press release announcing the Program is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this report:
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Exhibit | | Description |
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99.1 | | |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| INNOVAGE HOLDING CORP. |
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Date: September 26, 2024 | By: | /s/ Benjamin C. Adams |
| Name: | Benjamin C. Adams |
| Title: | Chief Financial Officer |