SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )*

Invacare Holdings Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

46124A101

(CUSIP Number)

Dov Gertzulin

DG Capital Management, LLC

460 Park Avenue, 22nd Floor

New York, NY 10022

(646) 942-5700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 5, 2023

(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 Rule 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).

SCHEDULE 13D

CUSIP No. 46124A101

1.	NAMES OF REPORTING PERSONS   DG Capital Management, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions)   OO
5.	CHECK BOX 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   0
	8.	SHARED VOTING POWER   2,136,794 (1)
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   2,136,794 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,136,794 (1)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   21.4% (2)
14.	TYPE OF REPORTING PERSON (see instructions)   IA

(1) Does not include 20,456,080 shares of Common Stock, par value $0.001 per share (“Common Stock”), of Invacare Holdings Corporation (the “Issuer”) that may be issued on conversion of the 1,408,002 shares of the Issuer’s 9.00% Series A Convertible Participating Preferred Stock (the “Convertible Preferred Stock”) beneficially owned by the Reporting Person, as such Convertible Preferred Stock is not currently convertible. At any time on or after the earlier to occur of November 6, 2023 or the occurrence of certain liquidation, dissolution or mandatory redemption events, holders of shares of Convertible Preferred Stock shall have the option to convert all or a portion of their shares of Convertible Preferred Stock into shares of the Issuer’s Common Stock at rate of $25.00 divided by $1.72076211. The Convertible Preferred Stock contains automatic adjustment features to the convertibility ratio as a result of, among other things, an accruing payment-in-kind dividend feature.

(2) Calculated based on 9,999,980 shares of Common Stock outstanding as of May 5, 2023, as reported in the Issuer’s Current Report on Form 8-K (“Current Report”) filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2023.

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SCHEDULE 13D

CUSIP No. 46124A101

1.	NAMES OF REPORTING PERSONS   Dov Gertzulin
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions)   OO
5.	CHECK BOX 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   0
	8.	SHARED VOTING POWER   2,136,794 (1)
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   2,136,794 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,136,794 (1)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   21.4% (2)
14.	TYPE OF REPORTING PERSON (see instructions)   IN, HC

(1) Does not include 20,456,080 shares of Common Stock that may be issued on conversion of the 1,408,002 shares of Convertible Preferred Stock beneficially owned by the Reporting Person, as such Convertible Preferred Stock is not currently convertible. At any time on or after the earlier to occur of November 6, 2023 or the occurrence of certain liquidation, dissolution or mandatory redemption events, holders of shares of Convertible Preferred Stock shall have the option to convert all or a portion of their shares of Convertible Preferred Stock into shares of the Issuer’s Common Stock at rate of $25.00 divided by $1.72076211. The Convertible Preferred Stock contains automatic adjustment features to the convertibility ratio as a result of, among other things, an accruing payment-in-kind dividend feature.

(2) Calculated based on 9,999,980 shares of Common Stock outstanding as of May 5, 2023, as reported in the Issuer’s Current Report filed with the SEC on May 8, 2023.

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SCHEDULE 13D

CUSIP No. 46124A101

1.	NAMES OF REPORTING PERSONS   DG Value Partners II Master Fund, LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions)   OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0
	8.	SHARED VOTING POWER   1,799,917 (1)
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   1,799,917 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,799,917 (1)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    18.0% (2)
14.	TYPE OF REPORTING PERSON (see instructions)    PN

(1) Does not include 17,231,057 shares of Common Stock that may be issued on conversion of the 1,186,022 shares of Convertible Preferred Stock beneficially owned by the Reporting Person, as such Convertible Preferred Stock is not currently convertible. At any time on or after the earlier to occur of November 6, 2023 or the occurrence of certain liquidation, dissolution or mandatory redemption events, holders of shares of Convertible Preferred Stock shall have the option to convert all or a portion of their shares of Convertible Preferred Stock into shares of the Issuer’s Common Stock at rate of $25.00 divided by $1.72076211. The Convertible Preferred Stock contains automatic adjustment features to the convertibility ratio as a result of, among other things, an accruing payment-in-kind dividend feature.

(2) Calculated based on 9,999,980 shares of Common Stock outstanding as of May 5, 2023, as reported in the Issuer’s Current Report filed with the SEC on May 8, 2023.

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Item 1. Security and Issuer.

This statement on Schedule 13D (this “Schedule 13D”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Invacare Holdings Corporation (the “Issuer”). The address of the Issuer’s principal executive officers is One Invacare Way, Elyria, Ohio 44035.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed jointly by (i) DG Capital Management, LLC, a Delaware limited liability company (“DG Capital”); (ii) Dov Gertzulin; and (iii) DG Value Partners II Master Fund, LP, a Cayman Islands limited partnership (“DG Value”). Collectively, DG Capital, Dov Gertzulin and DG Value are the “Reporting Persons,” and each is a “Reporting Person.” The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13D as Exhibit 1 (which is hereby incorporated by reference) pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by any other Reporting Person.

(b) The business address of each of the Reporting Persons is 460 Park Avenue, 22nd Floor, New York, NY 10022.

(c) Dov Gertzulin serves as the managing member of DG Capital, the principal business address of which is 460 Park Avenue, 22nd Floor, New York, NY 10022.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) DG Capital is organized under the laws of the State of Delaware. Dov Gertzulin is a citizen of the United States of America. DG Value is organized under the laws of the Cayman Islands.

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Persons acquired the shares of Common Stock reported in this Schedule 13D pursuant to the Plan (as defined in Item 4) in exchange for claims (as described in Item 4).

The information set forth in Item 4 and Item 6 of this Schedule 13D is incorporated by reference into this Item 3.

Item 4. Purpose of Transaction.

On January 31, 2023, Invacare Corporation (“Old Invacare”) and two of its U.S. direct subsidiaries filed voluntary petitions under chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

As described in the Issuer’s Current Report on Form 8-K (“Current Report”) filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2023, on April 28, 2023, the Debtors filed the First Amended Joint Chapter 11 Plan of Invacare Corporation and Its Debtor Affiliates (Technical Modifications) (as so amended, the “Plan”) with the Bankruptcy Court, and the Bankruptcy Court entered the Order Confirming the First Amended Joint Plan of Reorganization (the “Confirmation Order”), which approved and confirmed the Plan. The Confirmation Order is attached as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on May 8, 2023. The Plan is attached as an exhibit to the Confirmation Order.

On May 5, 2023 (the “Effective Date”), the Plan became effective in accordance with its terms, Old Invacare completed a series of restructuring transactions pursuant to which it became a wholly owned subsidiary of the Issuer, and the Issuer became the successor registrant to Old Invacare pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended.

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On the Effective Date, the Reporting Persons acquired 2,136,794 shares of the Issuer’s Common Stock and 1,408,002 shares of the Issuer’s 9.00% Series A Convertible Participating Preferred Stock, par value $0.001 per share (the “Convertible Preferred Stock”). Of these shares, the Reporting Persons acquired an aggregate of 620,614 shares of Convertible Preferred Stock at a price of $25.00 per share pursuant to (i) a rights offering of the Convertible Preferred Stock conducted by the Issuer as a part of the Plan (the “Rights Offering”), and (ii) that certain First Amended and Restated Backstop Commitment Agreement dated as of March 29, 2023 (the “Backstop Commitment Agreement”) by and among Old Invacare, DG Capital and certain other holders of unsecured note claims. Pursuant to the Backstop Commitment Agreement, DG Capital agreed, subject to the terms and conditions set forth therein, to acquire an allocable portion of the shares of the Issuer’s Convertible Preferred Stock not sold during the Rights Offering. All of the shares of Common Stock reported herein and the balance of the shares of Convertible Preferred Stock were acquired by the Reporting Persons pursuant to the Plan in exchange for unsecured note claims and backstop fee claims held by the Reporting Persons.

The foregoing description of the Backstop Commitment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Backstop Commitment Agreement, which is attached as Exhibit 2 to this Schedule 13D and is incorporated herein by reference.

The Reporting Persons acquired the securities covered by this Schedule 13D for investment purposes. Depending upon overall market conditions, changes in the Issuer’s operations, business strategy or prospects, other investment opportunities available to the Reporting Persons and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer in the open market, private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Issuer’s securities, conditions in the securities markets and general economic and industry conditions, the Reporting Persons intend to continue to consider, explore and/or develop plans and may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with the Issuer’s management and board of directors (the “Board”), engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, strategic transactions, including business combinations, a sale of the Issuer as a whole or in parts or acquisitions or investments by the Issuer, Board structure (including Board composition), operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of their securities of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, or take any other actions with respect to their investment in the Issuer permitted by law, including any or all of the actions set forth in paragraphs (a)-(j) of Item 4 of Schedule 13D. In connection with the foregoing, DG Capital has entered into a Board Observer Agreement with the Issuer (as described in Item 6 below). The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

Item 5. Interest in Securities of the Issuer.

The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated herein by reference.

(a)–(b) Each Reporting Person’s beneficial ownership of the Common Stock as of the date of this Schedule 13D is reflected on that Reporting Person’s cover page. DG Capital and Dov Gertzulin beneficially own, in the aggregate, 2,136,794 shares of Common Stock, representing approximately 21.4% of the Issuer’s Common Stock issued and outstanding. DG Value beneficially owns 1,799,917 shares of Common Stock, representing approximately 18.0% of the Issuer’s Common Stock issued and outstanding. The percentages herein are calculated based on 9,999,980 shares of Common Stock outstanding as of May 5, 2023, as reported in the Issuer’s Current Report filed with the SEC on May 8, 2023.

The shares of Common Stock reported herein are held by private investment funds, including DG Value, and separately managed accounts (collectively, the “DG Entities”) for which DG Capital serves as the investment manager. Dov Gertzulin serves as the managing member of DG Capital. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Common Stock owned directly by the DG Entities. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Common Stock for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Common Stock reported herein except to the extent of the Reporting Person’s pecuniary interest therein.

(c) The information set forth in Item 4 of this Schedule 13D is incorporated by reference into this Item 5(c). Otherwise, there have been no other transactions effected by the Reporting Persons during the past 60 days with respect to the Issuer’s Common Stock.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock reported herein.

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(e) Not applicable.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Common Stock directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Common Stock except to the extent of his or her or its pecuniary interest therein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Registration Rights Agreement

As described in the Issuer’s Current Report filed with the SEC on May 8, 2023, on the Effective Date, DG Capital, certain other holders of the Issuer’s Common Stock and Convertible Preferred Stock and certain holders of the Issuer’s 7.50% Series A Convertible Senior Secured Notes (the “Notes”) entered into a Registration Rights Agreement with the Issuer, pursuant to which the Issuer has agreed to file with the SEC a registration statement covering the resale of the shares of Common Stock or Convertible Preferred Stock, beneficially owned by the holders party thereto, including shares of Common Stock issuable upon conversion of the Convertible Preferred Stock and the Notes, and to seek to have such registration statement declared effective as soon as reasonably practicable thereafter (the “Registration Rights Agreement”). The Registration Rights Agreement also provides for certain demand rights for underwritten offerings and other customary terms, including piggyback rights, conditions and other provisions.

Board Observer Agreement

As of the Effective Date, DG Capital and the Issuer entered into a Board Observer Agreement (the “Board Observer Agreement”), pursuant to which DG Capital is entitled to designate, from time to time, one observer (the “Observer”) to the Issuer’s Board. Such board observer rights, which are subject to the rights and restrictions in Section 3.18 of the Issuer’s Bylaws and the Board Observer Agreement, permit the Observer’s attendance at Board meetings and participation in discussions at such meetings, and provide for reimbursement for reasonable documented out-of-pocket expenses incurred by the Observer in connection with attending meetings; provided, that, any individual’s service as the Observer is conditioned on such individual’s execution of an agreement with the Issuer that preserves the confidentiality of Issuer information and Board discussions.

The foregoing descriptions of the Registration Rights Agreement and the Board Observer Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Registration Rights Agreement and the Board Observer Agreement, which are attached as Exhibits 3 and 4 to this Schedule 13D, respectively, and are incorporated herein by reference.

The information set forth in Item 4 of this Schedule 13D is incorporated by reference into this Item 6.

Item 7. Materials to be Filed as Exhibits.

Exhibit No.	Description
1	Joint Filing Agreement, by and among the Reporting Persons, dated as of May 12, 2023.
2	First Amended and Restated Backstop Commitment Agreement, dated as of March 29, 2023, by and among Invacare Corporation, the company parties listed in schedule 1 thereto, and the backstop party thereto (incorporated by reference to the Issuer’s Annual Report on Form 10-K filed with the SEC on April 14, 2023).
3	Registration Rights Agreement, dated as of May 5, 2023, by and among Invacare Holdings Corporation and the parties party thereto (incorporated by reference to Exhibit 4.7 to the Issuer’s Current Report on Form 8-K filed with the SEC on May 8, 2023).
4	Board Observer Agreement, dated as of May 5, 2023, by and between Invacare Holdings Corporation and DG Capital Management, LLC.

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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.

Dated: May 15, 2023

DG CAPITAL MANAGEMENT, LLC
By:	s/ Dov Gertzulin
Name:	Dov Gertzulin
Title:	Managing Member

/s/ Dov Gertzulin

Dov Gertzulin

DG VALUE PARTNERS II MASTER FUND, LP
By:	/s/ Dov Gertzulin
Name:	Dov Gertzulin
Title:	Authorized Signatory

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EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: May 12, 2023

DG CAPITAL MANAGEMENT, LLC
By:	/s/ Dov Gertzulin
Name:	Dov Gertzulin
Title:	Managing Member

/s/ Dov Gertzulin

Dov Gertzulin

DG VALUE PARTNERS II MASTER FUND, LP
By:	/s/Dov Gertzulin
Name:	Dov Gertzulin
Title:	Authorized Signatory

EX-99.4

Exhibit 4

Board Observer Agreement

This agreement (the “Agreement”) is made effective as of May 5, 2023 by and between Invacare Holdings Corporation, a Delaware corporation (the “Company”), and DG Capital Management, LLC (the “Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the bylaws of the Company, as amended from time to time (the “Bylaws”).

WHEREAS, in light of the significance of its ownership interest in the Company, the Investor desires to monitor that investment closely and the Company desires to provide the Investor with certain observation rights regarding the Company’s board of directors (the “Board”), as further described, and subject to the terms and conditions set forth, herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Observer Rights.

1.1 The Company grants to the Investor the option and right to appoint one (1) Observer of the Board, which Observer shall be subject to the rights and restrictions set forth in Section 3.18 (Board Observer) of the Bylaws; provided that (i) the Company may rely on the first proviso in Section 3.18 (Board Observer) of the Bylaws to exclude the Observer or not give an item to the Observer only if with respect thereto the determination referenced in such proviso is a reasonable one, and (ii) any given individual may serve as an Observer only if he or she shall have executed and delivered to the Company a copy of the Non-Disclosure and Confidentiality Agreement in the form attached hereto as Exhibit A (the “Acknowledgement”). The Investor may remove or replace the Observer at any time and may leave the Observer position vacant from time to time, upon advance written notice to the Company.

1.2 Section 3.18 (Board Observer) of the Bylaws and any other provision of the Bylaws relating to the rights or restrictions of an Observer shall not be amended, waived or modified in a manner adverse to the Investor without the prior written consent of the Investor.

2. Confidential Information.

2.1 To the extent that any information obtained by the Investor or the Observer from the Company (or any director, officer, employee or agent thereof) is Confidential Information (as defined below or in the Acknowledgement, as the case may be), the Investor shall, and shall cause the Observer to, treat any such Confidential Information as confidential in accordance with the terms and conditions set out in this Section 2 or in the Acknowledgment, as the case may be.

2.2 As used in this Agreement, “Confidential Information” means any and all confidential and proprietary information or data concerning the Company and/or its affiliates, whether in verbal, visual, written, electronic or other form, which is disclosed on or after the date of this Agreement to the Observer in his or her capacity as Observer by the Company or any director, officer, employee or agent of the Company (including all Board Material that is

non-public information), together with any notes, analyses, compilations or other documents prepared or created by the Observer, the Investor, any of its affiliates, or any of their respective directors, officers, employees, attorneys, accountants, agents or advisors (each, a “Representative”) that contain or otherwise reflect or are based on such information or data; provided, however, that “Confidential Information” shall not include information that:

(a) is generally available to the public prior to the time of its disclosure by the Company or by any director, officer, employee or agent thereof to the Observer;

(b) becomes generally available to the public after the time of its disclosure by the Company, any director, officer, employee or agent thereof, or any other person or entity which is bound by confidentiality obligations to the Company with respect thereto, to the Observer through means other than as a result of disclosure of such information by the Observer, the Investor, any of its affiliates or any of their respective Representatives (collectively, the “recipient”) in breach of this Agreement or the Acknowledgement;

(c) can demonstrably be shown as independently developed or discovered by the Observer, the Investor, any of its affiliates or any of their respective Representatives without use of Confidential Information;

(d) is or becomes available to the recipient of such information at any time on a non-confidential basis from a third party that is not, to the recipient’s knowledge, prohibited from disclosing such information to the Observer, the Investor, any of its affiliates or any of their respective Representatives by any contractual, legal or fiduciary obligation to the Company; or

(e) was known by the Observer, the Investor, any of its affiliates, or any of their respective Representatives prior to the date hereof or the date of receipt from the Company or from any director, officer, employee or agent thereof or any other person or entity which is bound by confidentiality obligations to the Company with respect thereto.

2.3 The Investor shall, and shall cause the Observer to (a) retain all Confidential Information in strict confidence; (b) not release or disclose Confidential Information in any manner to any other person or entity (other than disclosures to the Observer, the Investor, its affiliates or any of their respective Representatives who (i) have a reasonable need to know such information; and (ii) are informed of its confidential nature); and (c) use the Confidential Information solely in connection with (i) the Investor’s and Observer’s rights under this Agreement, the Bylaws, the DGCL or applicable law; or (ii) monitoring, reviewing, evaluating, assessing and analyzing the Investor’s investment in the Company and not for any other purpose; provided, however, that the foregoing shall not apply to the extent the Observer, the Investor, any of its affiliates or any of their respective Representatives reasonably determines, based on the advice of counsel, that he, she or it is requested or required to disclose any Confidential Information pursuant to any applicable law, regulation, judicial or administrative order, decree or process, or request by any other regulatory organization having authority pursuant to the law; provided, further, however, that if legally permissible and

reasonably practicable, and except in the case of routine regulatory inquiries, the disclosing party shall use commercially reasonable efforts to provide prior written notice to the Company so that the Company may take action, at its sole expense, to prevent such disclosure and any such disclosure is limited only to that portion of the Confidential Information which such person reasonably determines, based on the advice of counsel, that he, she or it is compelled to disclose.

2.4 The Investor, on behalf of itself and the Observer, acknowledges that the Confidential Information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. None of the Observer, the Investor, any of its affiliates or any of their respective Representatives shall, by virtue of the Company’s disclosure of, or such person’s use of any Confidential Information, acquire any rights with respect thereto, all of which rights (including intellectual property rights) shall remain exclusively with the Company. The Investor, on behalf of itself and the Observer, acknowledges that it is aware of, and may be subject to, relevant federal and state securities laws in connection with its investment in the Company’s securities, and it will advise its Representatives who become aware of the matters that are the subject of this Agreement accordingly, and covenants and agrees to comply with said securities laws to the extent applicable to its investment in the Company’s securities. The Investor shall be responsible for any breach of this Agreement by the Observer, any of its affiliates, or its or their respective Representatives.

3. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) delivered by email, when such email is sent to the email address set forth below and confirmation of receipt is received:

If to the Company:

Invacare Holdings Corporation

One Invacare Way

Elyria, Ohio 44035

Attention: Anthony C. LaPlaca – Senior Vice President, General Counsel, Chief

Administrative Officer and Secretary

E-mail: ALaPlaca@invacare.com

If to the Investor:

DG Capital Management, LLC

460 Park Avenue 22nd Floor

New York, NY 10022

Attention: Dov Gertzulin; Rahul Bhan

E-mail: dov@dgcapitalmgmt.com; rbhan@dgcapitalmgmt.com

4. Miscellaneous Provisions. This Agreement, together with the Acknowledgement, constitutes the entire agreement and understanding of the parties, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties regarding the matters set out in this Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Bylaws, the terms of this Agreement shall control and govern the rights, duties and obligations of the parties. No provision of this Agreement may be amended, modified or waived, except in a writing signed by the parties hereto. This Agreement may not be assigned by the Investor. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision, and if any restriction in this Agreement is found by a court to be unreasonable or unenforceable, then such court may amend or modify the restriction so it can be enforced to the fullest extent permitted by law. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. This Agreement may be executed by electronic signature in any number of counterparts, each of which together shall constitute one and the same instrument. Any waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist on strict adherence to any term of this Agreement on one or more occasions shall not be construed as a waiver or deprive such party of the right to thereafter insist on strict adherence to that term or any other term of this Agreement.

5. Remedies. The Company, on the one hand, and the Investor, on the other hand, each acknowledge and agree that monetary damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by it and that, in the event of any breach or threatened breach hereof, (a) the non-breaching party shall have the right to immediate injunctive and other equitable relief, without proof of actual damages; (b) the breaching party will not plead in defense thereto that there would be an adequate remedy at law; and (c) the breaching party agrees to waive any applicable right or requirement that a bond be posted by the non-breaching party. Such remedies will not be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies that may be available to the non-breaching party at law or in equity.

6. Applicable Law; Venue; JURY WAIVER. This Agreement, and any and all claims, controversies and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort or statute, shall be governed by the laws of Delaware, including its statutes of limitations, without giving effect to any conflict-of-laws rule that would result in the application of the laws of a different jurisdiction. Each party (a) irrevocably and unconditionally consents to the personal jurisdiction and venue of the Court of Chancery of the State of Delaware and if it has jurisdiction, the United States District Court of Delaware; (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (c) agrees that it shall not bring any action relating to this Agreement or otherwise in any court other than the Court of Chancery of the State of Delaware, and if it has jurisdiction, the United States District Court of Delaware; and (d) IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY.

7. Termination. This Agreement shall terminate and be of no further force and effect (a “Termination”) upon the earlier of: (a) any failure of the Investor (together with its affiliates including funds and accounts managed by the Investor and its affiliates) to hold at least 5% of the shares of Common Stock of the Company on a fully diluted basis (as adjusted for any stock splits, stock dividends, recapitalizations or similar transaction); and (b) a delivery by Investor of a written notice of termination in accordance with the Section 3 hereof; provided, that Section 2 through Section 7 shall survive any such termination.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Invacare Holdings Corporation		DG Capital Management, LLC
By:	/s/ Anthony C. LaPlaca	By:	/s/ Dov Gertzulin
Name: Anthony C. LaPlaca		Name: Dov Gertzulin
Title: Senior Vice President, General Counsel, Chief Administrative Officer and Secretary		Title: Managing Member

[Signature page to Board Observer Agreement]

EXHIBIT A

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the “Agreement”) is made on [___________], 2023, by and between Invacare Holdings Corporation, a Delaware corporation (the “Company”), and [_______] (the “Recipient”).

WHEREAS, the Company possesses certain valuable and proprietary technical, business and financial information and documentation relating to its business plans which are not generally available to the public, which are proprietary, competitively sensitive, and/or confidential information and trade secrets of the Company and which the Company desires to protect against disclosure or competitive use (the “Confidential Information”), and shall include, without limitation, the Company’s technical, business and financial information, research and discoveries, documentation, records, files, minutes of meetings of the board of directors (the “Board”), memoranda, reports, drawings, plans, price lists, customer lists, financial projections, forecasts concerning developments of the Company’s future business and the like, in each case, furnished on or after the date of this Agreement, regardless of the manner in which it is furnished, whether in written, electronic or oral format, together with all copies, extracts, summaries, notes, analysis, forecasts, studies, interpretations or other documents which reflect or are generated from said information; and

WHEREAS, the Recipient is entitled to receive the information provided to the members of the Company’s Board and attend meetings of the Board of the Company or a committee thereof in a non-voting observer capacity, and Confidential Information may be disclosed to the Recipient in connection therewith.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows:

1. Confidential Information shall not include information that: (a) is generally available to the public prior to the time of its disclosure to the Recipient; (b) becomes generally available to the public after the time of its disclosure to the Recipient through means other than as a result of disclosure of such information by the Recipient in breach of this Agreement; (c) is independently developed or discovered by the Recipient without use of Confidential Information; (d) is or becomes available to the Recipient at any time on a non-confidential basis from a third party that is not, to the Recipient’s knowledge, prohibited from disclosing such information to Recipient by any contractual, legal of fiduciary obligation to the Company; (e) was known by the Recipient prior to the date hereof or the date of receipt; (f) is not “Confidential Information” under the Board Observer Agreement referenced in Section 2(a) below or (g) expressly released in writing from the obligations of confidentiality imposed by this Agreement by the Company. Nothing herein shall prevent Recipient from disclosing any Confidential Information that Recipient reasonably determines, based on the advice of counsel, he or she is requested or required to be disclosed pursuant to any applicable law, regulation, judicial or administrative order, decree or process, or request by any other regulatory organization having authority pursuant to the law; provided, however, that if legally permissible and reasonably practicable, and except in the case of routine regulatory inquiries, the Recipient shall use commercially reasonable efforts to provide prior written notice to the Company so that the Company may take action, at its sole expense, to prevent such disclosure and any disclosure is limited only to that portion of the Confidential Information which Recipient reasonably determines, based on the advice of counsel, that he or she is compelled to disclose.

2. Subject to the other terms hereof, the Recipient undertakes:

a) Not to use the Confidential Information other than in connection with serving as an Observer as defined in the Board Observer Agreement (the “Board Observer Agreement”) by and between the Company and DG Capital Management, LLC (the “Investor”) or, if applicable, in serving as a Representative (as defined in the Board Observer Agreement) of Investor;

b) To treat and maintain all Confidential Information in strict confidence and to take commercially reasonable precautions to prevent unauthorized disclosures thereof;

c) To disclose to the Company any personal interest or a conflict of interest in an existing or proposed transaction of the Company, not later than the Board meeting at which the transaction is first discussed by the Board;

d) Not to disclose the Confidential Information to any person, firm or company (other than disclosures to the Investor, its affiliates or its or their respective directors, officers, employees, attorneys, accountants, agents or advisors who (i) have a reasonable need to know such information; and (ii) are informed of its confidential nature) without the prior express written consent of the Company; and

e) Not to use the Confidential Information in any way detrimental to the Company or its stockholders or their interests (including for any purposes competitive with or harmful to the Company or its business).

3. The obligations of the Recipient hereunder shall survive until such time as all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction in breach hereof by the Recipient. Notwithstanding the aforesaid, nothing contained in this Agreement shall be construed as granting the Recipient any rights, title or interest in or to the Confidential Information.

4. Unauthorized disclosure or use of Confidential Information may give rise to irreparable injury, which may not be adequately compensated by damages. In the event of a breach or threatened breach of this Agreement, the Company shall be entitled to an injunction restraining the Recipient from using or disclosing the Confidential Information. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedy available for such breach or threatened breach.

5. The non-disclosure and confidentiality undertaking of the Recipient under this Agreement shall be in addition to and cumulative with any non-disclosure and confidentiality undertaking of the Recipient to the Company, according to any law or agreement.

6. Upon expiration or termination of this Agreement or of Recipient’s incumbency as an Observer on the Company’s Board, unless Recipient continues to be a “Representative” of Investor, Recipient shall forthwith return to Company or destroy all physical materials containing or consisting of Confidential Information in his or her possession or control and delete all Confidential Information stored by Recipient in electronic form; provided, however, that the Recipient may retain any

electronic or written copies of Confidential Information as may be (i) stored on its electronic records or storage system resulting from automated back-up systems or (ii) required by law, other regulatory or compliance requirements, or internal document retention policies. The obligations set forth herein regarding confidentiality and use of Confidential Information shall survive any expiration or termination of this Agreement.

7. This Agreement may not be amended, waiver or modified except by a written instrument signed by the parties hereto. This Agreement, together with the Board Observer Agreement, constitutes the entire agreement and understanding of the parties and supersedes any and all previous agreements and understandings, whether oral or written, between the parties regarding the matters set forth herein.

8. This Agreement shall be binding on the parties, their successors and assignees.

9. Should any provision of this Agreement be held unenforceable, the remainder of this Agreement shall not be affected thereby.

10. This Agreement shall be governed by the laws of the State of Delaware without giving effect to its choice of law rules. Each party (a) irrevocably and unconditionally consents to the personal jurisdiction and venue of the courts of the Courts of Chancery of the State of Delaware and if it has jurisdiction, the United States District Court of Delaware; (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (c) agrees that it shall not bring any action relating to this Agreement or otherwise in any court other than the Court of Chancery of the State of Delaware, and if it has jurisdiction, the United States District Court of Delaware; and (d) IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first set forth above.

INVACARE HOLDINGS CORPORATION	Recipient
By:	By:
Name	Name:
Title:

[Signature page to Observer Disclosure and Confidentiality Agreement]