v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events
22. Subsequent Events

Subsequent to quarter end, the Company participated in a number of transactions or other events affecting its debt and capital structure, including transactions that reduced its near-term cash interest and other funding requirements:

These transactions and events include:
(i)supplemental indentures to the 10.50% 2027 Senior Secured Notes Indenture and the 2027 Convertible Notes Indenture permitting the interest payable on August 1, 2026 in respect of the period from February 1, 2026 through July 31, 2026 on notes held by consenting holders to be paid in kind, together with a consent fee equal to 1.5% of the principal amount consented, paid through the issuance of additional notes (as a result of which the Company paid $3.6 million in cash interest rather than $22.6 million which would otherwise have been due);
(ii) the declaration by DBMG of a $12.0 million cash dividend, of which INNOVATE received $11.0 million;
(iii)the amendment and extension of the maturity of R2 Technologies’ secured promissory note with Lancer Capital (which had a total principal balance as of June 30, 2026 of $50.9 million) from August 1, 2026 to December 31, 2026, as well as the conversion of R2 Technologies’ preferred equity to common equity, which resulted in Pansend's controlling interest in R2 Technologies increasing from 80.8%, prior to the transaction, to 85.0%;
(iv)the permitted redemption, defeasance or payment at maturity of the $0.2 million aggregate principal amount of 2026 Convertible Notes that matured on August 1, 2026;
(v)the delivery by the holder of the Company’s outstanding Series A-3 and Series A-4 Preferred Stock (which had a combined redemption value of $9.7 million as of June 30, 2026) of a redemption notice, in respect of which the Company did not have sufficient legally available funds, with the result that those shares remain outstanding;
(vi)the sale of the Company’s marketable securities for aggregate proceeds of $0.6 million; and
(vii)the conversion of the note due to Pansend from MediBeacon into a new convertible note.

10.50% 2027 Senior Secured Notes and 2027 Convertible Notes

10.50% 2027 Senior Secured Notes - PIK Interest
On July 31, 2026, the parties to the 10.50% 2027 Senior Secured Notes Indenture amended that indenture to permit interest for the period from February 1, 2026 through July 31, 2026 on notes held by consenting holders to be paid in kind in respect of the August 1, 2026 interest payment by increasing the principal amount of the notes or issuing additional notes. Consenting holders also received a consent fee equal to 1.5% of the principal amount of the notes, for which they granted consent, paid through the issuance of additional 10.50% 2027 Senior Secured Notes. Notes held by non-consenting holders remained subject to the existing cash interest payment requirements. As a result, on August 3, 2026, the total outstanding amount of 10.50% 2027 Senior Secured Notes increased to $400.9 million and the Company paid $3.1 million in cash interest rather than $19.9 million (which would otherwise have been due). The supplemental indenture also permitted related additional note issuances and waived defaults arising from the amendments and issuances.

2027 Convertible Notes

On July 31, 2026, the parties to the 2027 Convertible Notes Indenture amended that indenture to permit interest for the period from February 1, 2026 through July 31, 2026 on notes held by consenting holders to be paid in kind in respect of the August 1, 2026 interest payment by increasing the principal amount of the notes or issuing additional notes. Consenting holders also received a consent fee equal to 1.5% of the principal amount of the notes, for which they granted consent, paid through the issuance of additional 2027 Convertible Notes. Notes held by non-consenting holders remained subject to the existing cash interest payment requirements. As a result, on August 3, 2026 the total outstanding amount of 2027 Convertible Notes increased to $58.9 million and the Company paid $0.5 million in cash interest rather than $2.7 million (which would otherwise have been due). The supplemental indenture also permitted related additional note issuances and waived defaults arising from the amendments and issuances.

Lancer, which is a related party, consented to the amendment in respect of the 2027 Convertible Notes that it holds, and accordingly received
an aggregate of $0.1 million principal amount of the additional 2027 Convertible Notes issued as payment in kind of interest for the interest
period from February 1, 2026 through July 31, 2026 together with the related consent fee.

2026 Convertible Notes

The 7.5% Convertible Notes due 2026 had an aggregate principal amount of $0.2 million, matured on August 1, 2026, and were redeemed on August 3, 2026. The July 31, 2026 supplemental indentures permitted their redemption, defeasance or payment at maturity.

DBMG Dividend

On July 8, 2026, DBMG declared a $12.0 million cash dividend which was paid on August 3, 2026, of which INNOVATE received $11.0 million.

R2 Technologies
On July 31, 2026, the maturity of R2 Technologies' secured promissory note with Lancer was extended from August 1, 2026 to the earlier of December 31, 2026, or the occurrence of (i) a Change of Control (as defined in the amended note) or (ii) the sale of all or substantially all of the assets of R2 Technologies. The total principal balance as of June 30, 2026, which includes capitalized interest and fees was $50.9 million.
On July 28, 2026, R2 Technologies' preferred equity outstanding, and outstanding convertible promissory notes held by Pansend were converted to common equity. As a result of the conversion, Pansend's controlling interest in R2 Technologies increased from 80.8%, prior to the transaction, to 85.0%. Refer to Note 16. Temporary Equity for additional information of R2 Technologies' preferred equity.

Series A-3 and Series A-4 Preferred Stock July 1, 2026 Redemption Date

On June 30, 2026, the holder of our outstanding Series A-3 and Series A-4 Preferred Stock delivered a redemption notice requiring the Company to redeem those shares at the redemption price (accrued value plus all accrued and unpaid dividends, to the extent not included in the accrued value). The Company did not have sufficient legally available funds to pay the redemption price in cash or other assets. Under the terms of the certificates of designation, because the preferred shares were not redeemed when required, they remain outstanding and continue to be entitled to all powers, designations, preferences, and other rights, including the right to accrual and payment of dividends and conversion rights. Accordingly, because the shares remain outstanding and the holder continues to be entitled to the contractual rights and preferences associated with those shares, the Series A-3 and Series A-4 Preferred Stock continue to be classified in temporary equity. For a description of the terms of the Series A-3 and A-4 Preferred Stock, including the dividend, accretion, conversion, and redemption mechanics, refer to Note 16. Temporary Equity.

MediBeacon

On July 2, 2026, the $0.5 million principal note due to Pansend, which had a maturity of July 5, 2026, together with all accrued and unpaid interest of $0.4 million was converted into a new convertible note of principal amount $0.9 million. The new note has an interest rate of 8.0% per annum and a maturity date of July 2, 2029, unless earlier converted or repaid. The outstanding principal and accrued interest automatically convert into equity securities upon a Qualified Financing (as defined in the note), at a 20% discount to the lowest price per share in such financing. In the event of a Strategic Transaction (as defined in the note) (such as a sale or merger) prior to maturity, Pansend is entitled to repayment of twice the outstanding balance in cash, unless Pansend elects to convert the note into common stock at a fixed price of $74.00 per share. If neither a Qualified Financing nor a Strategic Transaction occurs by the maturity date, the outstanding balance is payable in cash. The note is unsecured and subordinated to existing senior debt, and contains customary events of default and transfer restrictions.