TENOR CAPITAL MANAGEMENT Co., L.P. - Oct 29, 2024 Form 4 Insider Report for INVACARE HOLDINGS Corp (IVCRQ)

Role: 10%+ Owner
Signature: /s/ Tenor Capital Management Company, L.P., by Robin Shah, Managing Member of its general partner, Tenor Management GP, LLC
Stock symbol: IVCRQ
Transactions as of: Oct 29, 2024
Transactions value $: $0
Form type: 4
Date filed: 10/30/2024, 05:38 PM
Previous filing: Mar 15, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	IVCRQ	Series B Redeemable Preferred Stock (non-convertible)	Purchase		+714K			714K	Oct 29, 2024	See footnote	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	IVCRQ	9.00% Series A Convertible Participating Preferred Stock	Sale		-714K	-100%		0	Oct 29, 2024	Common Stock	11.7M		See footnote	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Effective as of October 29, 2024, the Reporting Person exchanged each share of 9.00% Series A Convertible Participating Preferred Stock of the Issuer (the "Series A Preferred Stock") then held by the Reporting Person for (i) one share of nonconvertible Series B Redeemable Preferred Stock of the Issuer and (ii) an increase by approximately $26.41 of the principal amount due to the Reporting Person and/or certain of its affiliates under the Issuer's Loan and Security Agreement, as amended.
F2	Shares reported herein are held by Tenor Opportunity Master Fund, Ltd. (the "Master Fund"). Tenor Capital Management Company, L.P. ("Tenor Capital") serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. Each disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that the Reporting Person is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3	The Series A Preferred Stock has no expiration date. Holders of shares of Series A Preferred Stock have the option to convert all or a portion of their shares of Series A Preferred Stock into common stock of the Issuer at a rate equal to the then liquidation preference of the Series A Preferred Stock (initially $25 per share) divided by $1.72076211. The Series A Preferred Stock contains automatic adjustment features to the liquidation preference including, among other things, an accruing payment-in-kind dividend feature.