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    SEC Form SC 13D/A filed by INNOVATE Corp. (Amendment)

    5/27/22 7:00:43 AM ET
    $VATE
    Metal Fabrications
    Industrials
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    SC 13D/A 1 tm2217099d1_sc13da.htm SC 13D/A

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    SCHEDULE 13D

     

    (Rule 13d-101)

    Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and

    Amendments Thereto Filed Pursuant to § 240.13d-2(a)

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 11)*

     

    Innovate Corp.

    (Name of Issuer)

     

    Common Stock, par value $0.001 per share

    (Title of Class of Securities)

     

    404139107

    (CUSIP Number)

     

    Avram Glazer

    Lancer Capital LLC

    777 South Flagler Drive

    Suite 800, West Tower

    West Palm Beach, Florida 33401

    (Name, Address and Telephone Number of Person

    Authorized to Receive Notices and Communications)

     

    May 26, 2022

    (Date of Event which Requires Filing of this Statement)

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

     

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

     

     

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

     

     

     

    CUSIP No. 404139107 13D Page 2 of 7 Pages

     

    1

    NAMES OF REPORTING PERSONS

     

    Lancer Capital LLC

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨
    (b) 
    ¨

     


    3

    SEC USE ONLY



    4

    SOURCE OF FUNDS

     

    PF

    5

    Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨

     

    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
    7

    SOLE VOTING POWER

     

    19,852,790 (1)

    8

    SHARED VOTING POWER

     

    0

    9

    SOLE DISPOSITIVE POWER

     

    19,852,790 (1)

    10

    SHARED DISPOSITIVE POWER

     

    0

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    19,852,790 (1)

    12

    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     ¨

    CERTAIN SHARES

     

    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    25.3% (1)(2)

    14

    TYPE OF REPORTING PERSON

     

    OO

                 

    (1) Includes 468,594 shares of Common Stock of Innovate Corp. (the “Issuer”) issuable upon conversion of $2,000,000 principal amount of the Issuer’s 7.5% Convertible Senior Notes due 2026.

     

    (2) Based on 78,432,535 shares of Common Stock of the Issuer outstanding as of April 30, 2022, as reported in the Issuer’s Form 10Q filed with the Securities and Exchange Commission on May 4, 2022.

     

     

     

     

    CUSIP No. 404139107 13D Page 3 of 7 Pages

     

    1

    NAMES OF REPORTING PERSONS

    Avram Glazer

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨
    (b) ¨

     

    3

    SEC USE ONLY



    4

    SOURCE OF FUNDS

     

    PF

    5

    Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨

     

    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    United States of America

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
    7

    SOLE VOTING POWER

     

    23,048,498 (1)

    8

    SHARED VOTING POWER

     

    0

    9

    SOLE DISPOSITIVE POWER

     

    23,048,498 (1)

    10

    SHARED DISPOSITIVE POWER

     

    0

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    23,048,498 (1)

    12

    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     ¨

    CERTAIN SHARES

     

    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    29.4% (1)(2)

    14

    TYPE OF REPORTING PERSON

     

    IN

                 

    (1) Includes 468,594 shares of Common Stock of the Issuer issuable upon conversion of $2,000,000 principal amount of the Issuer’s 7.5% Convertible Senior Notes due 2026.

     

    (2) Based on 78,432,535 shares of Common Stock of the Issuer outstanding as of April 30, 2022, as reported in the Issuer’s Form 10Q filed with the Securities and Exchange Commission on May 4, 2022.

     

     

     

     

    CUSIP No. 404139107 13D Page 4 of 7 Pages

     

    1

    NAMES OF REPORTING PERSONS

     

    Avram Glazer Irrevocable Exempt Trust

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) ¨

     

    3

    SEC USE ONLY

     

     

    4

    SOURCE OF FUNDS

     

    OO

    5

    Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)   ¨

     

    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    United States of America

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
    7

    SOLE VOTING POWER

     

    22,992,195 (1)

    8

    SHARED VOTING POWER

     

    0

    9

    SOLE DISPOSITIVE POWER

     

    22,992,195 (1)

    10

    SHARED DISPOSITIVE POWER

     

    0

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    22,992,195 (1)

    12

    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     ¨

    CERTAIN SHARES

     

    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    29.3% (1)(2)

    14

    TYPE OF REPORTING PERSON

     

    OO

                 

    (1) Includes 468,594 shares of Common Stock of the Issuer issuable upon conversion of $2,000,000 principal amount of the Issuer’s 7.5% Convertible Senior Notes due 2026.

     

    (2) Based on 78,432,535 shares of Common Stock of the Issuer outstanding as of April 30, 2022, as reported in the Issuer’s Form 10Q filed with the Securities and Exchange Commission on May 4, 2022.

     

     

     

     

    CUSIP No. 404139107 13D Page 5 of 7 Pages

     

    Explanatory Note

     

    This Amendment No. 11 to Schedule 13D (“Amendment No. 11”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on April 23, 2020 (as amended to date, the “Schedule 13D”), relating to the common stock, $0.001 par value per share (the “Common Stock”), of Innovate Corp., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

     

    ITEM 4.Purpose of Transaction.

     

    Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end thereof:

     

    As previously disclosed in Amendment No. 10, on May 20, 2022, the Reporting Persons requested a waiver of the share purchase limitations contained in the Issuer's Tax Benefits Preservation Plan and approval from the board of directors of the Issuer to allow the Reporting Persons to purchase up to an additional 3,300,000 shares of Common Stock. On May 26, 2022, the board of directors of the Issuer determined that it would not approve this request.  

     

    Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to change their respective plans at any time, as he deems appropriate, and in light of his ongoing evaluation of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, such Reporting Person’s need for liquidity, and other future developments.

     

     

     

     

    CUSIP No. 404139107 13D Page 6 of 7 Pages

     

    SIGNATURES

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Date:      May 27, 2022

     

     

    Avram Glazer 

         
      By:      /s/ Avram Glazer
      Name: Avram Glazer
         
     

    Lancer Capital LLC 

         
      By: Avram Glazer
         
      By:      /s/ Avram Glazer
      Name: Avram Glazer
      Title: Sole Member
         
     

    Avram Glazer Irrevocable Exempt Trust 

         
      By: Avram Glazer
         
      By:      /s/ Avram Glazer
      Name: Avram Glazer
      Title: Trustee

     

     

     

     

    CUSIP No. 404139107 13D Page 7 of 7 Pages

     

    EXHIBIT 1

     

    JOINT FILING AGREEMENT

     

    In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D/A with respect to the common stock of Innovate Corp. beneficially owned by each of them. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D/A.

     

    IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of May 27, 2022.

     

     

    Avram Glazer 

         
      By:      /s/ Avram Glazer
      Name: Avram Glazer
         
     

    Lancer Capital LLC 

         
      By: Avram Glazer
         
      By:      /s/ Avram Glazer
      Name: Avram Glazer
      Title: Sole Member
         
     

    Avram Glazer Irrevocable Exempt Trust 

         
      By: Avram Glazer
         
      By:      /s/ Avram Glazer
      Name: Avram Glazer
      Title: Trustee

     

     

     

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