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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 22, 2026
INNOVAGE HOLDING CORP.
(Exact name of registrant as specified in its
charter)
Delaware
(State
or other jurisdiction
of incorporation) |
001-40159
(Commission File Number) |
81-0710819
(I.R.S. Employer Identification No.) |
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8950 E. Lowry Boulevard Denver, CO 80230 |
|
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(Address of principal executive offices) |
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| (844) 803-8745 |
| (Registrant's telephone number, including area code) |
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|
|
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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:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
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:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered |
| Common stock, par value $0.001 |
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 ¨
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. ☐
Item 8.01. Other Events.
On September 22, 2026, InnovAge Holding Corp. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with the selling shareholder named in Schedule II thereto
(the “Selling Shareholder”) and Barclays Capital Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives
of the several underwriters named in Schedule I thereto (the “Underwriters”).
Pursuant to the terms of the Underwriting Agreement, the Selling Shareholder
agreed to sell an aggregate of 10,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value
per share (the “Common Stock”), to the Underwriters at a price per share of $9.25 (the “Offering”). In addition,
the Selling Shareholder granted the Underwriters an option to purchase, for a period of 30 calendar days from September 22, 2026, up to
an additional 1,500,000 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares).
The Company will not receive any proceeds from the sale of the Shares by the Selling Shareholder.
The Offering was registered under the Securities Act of 1933, as amended
(the “Securities Act”), pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-297888) filed
on July 31, 2026, as supplemented by a preliminary prospectus supplement dated September 22, 2026 and a final prospectus supplement dated
September 22, 2026. The Underwriting Agreement contains customary representations, warranties and covenants, customary conditions to closing,
indemnification obligations of the Company, the Selling Shareholder and the Underwriters, including for liabilities under the Securities
Act and other obligations of the parties and is not intended to provide any other factual information about the Company. The representations,
warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates,
were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The Shares were delivered against
payment therefor on September 24, 2026.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto
and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport
to be complete and is qualified in its entirety by reference to such exhibit.
This Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy the Company’s Common Stock and there shall not be any offer, solicitation or sale of securities
mentioned in this Current Report on Form 8-K in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such any state or jurisdiction.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| 1.1 |
|
Underwriting Agreement, dated September 22, 2026, by and among InnovAge Holding Corp., the selling shareholder named therein and Barclays Capital Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
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.
Date: September 24, 2026
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INNOVAGE HOLDING CORP. |
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By: |
/s/ Benjamin C. Adams |
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Name: |
Benjamin C. Adams |
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Title: |
Chief Financial Officer |
