[D] INNOVATE Corp. SEC Filing

Rhea-AI Filing Summary

On 30 Jul 2025, Ionis Pharmaceuticals, Inc. (NASDAQ: IONS) filed a Form S-8 to register securities issuable under its Amended and Restated 2011 Equity Incentive Plan. The company is a Delaware large accelerated filer headquartered in Carlsbad, CA.

The filing automatically becomes effective and incorporates by reference Ionis’ 2024 Form 10-K, Q1–Q2 2025 Form 10-Qs, and multiple 2025 Form 8-Ks, ensuring investors have access to the latest financial and governance disclosures. Exhibits include charter documents, the full equity plan, option and RSU templates, the auditor’s consent, and the legal opinion of Chief Legal Officer Patrick R. O’Neil, who owns <1 % of outstanding shares.

Standard DGCL §145 indemnification protections for directors and officers are reiterated. No underwriters are involved, no new financial results are provided, and the number of shares or aggregate offering price is not disclosed in the excerpt. Overall, the submission is routine, aimed at refreshing Ionis’ ability to grant equity-based compensation without materially changing its capital structure.

Positive

• Continues equity-based incentive program, aligning employee interests with shareholders.

Negative

• Potential dilution from additional share issuances once the plan is utilized.

Insights

Securities Analyst

TL;DR: Routine Form S-8; enables more employee equity grants, modest dilution risk, negligible immediate valuation impact.

Form S-8s are administrative; they become effective upon filing and generally do not require SEC review. Ionis is simply adding shares to its 2011 Equity Incentive Plan to continue issuing options and RSUs. Such filings typically signal that the existing share reserve is running low, but the lack of a disclosed share count prevents precise dilution analysis. Because compensation equity is granted gradually and often offset by buybacks or forfeitures, market impact is usually minimal. Investors should watch subsequent proxy statements or 10-Qs for actual share issuance and compensation expense trends. Absent those details, today’s filing is neutral for valuation.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001006837

HC2 HOLDINGS, INC.

HC2 Holdings, Inc.

PTGi HOLDING, INC.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

INNOVATE Corp.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
INNOVATE Corp.
Street Address 1		Street Address 2
295 MADISON AVENUE		12TH FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NEW YORK	NEW YORK	10017	2122352691

3. Related Persons

Last Name	First Name	Middle Name
Voigt	Paul	K.
Street Address 1	Street Address 2
c/o INNOVATE Corp.	295 Madison Avenue, 12th Fl
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sena	Michael	J.
Street Address 1	Street Address 2
c/o INNOVATE Corp.	295 Madison Avenue, 12th Fl
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Glazer	Avram	A.
Street Address 1	Street Address 2
c/o INNOVATE Corp.	295 Madison Avenue, 12th Fl
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gfeller	Warren	H.
Street Address 1	Street Address 2
c/o INNOVATE Corp.	295 Madison Avenue, 12th Fl
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Goldstein	Brian	S.
Street Address 1	Street Address 2
c/o INNOVATE Corp.	295 Madison Avenue, 12th Fl
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wilkinson	Amy	M.
Street Address 1	Street Address 2
c/o INNOVATE Corp.	295 Madison Avenue, 12th Fl
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
X	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-07-17				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

The Issuer entered into privately negotiated exchange agreements with certain holders of its 7.5% Convertible Senior Notes due 2026 to exchange appx $48.7 million of such notes for appx $51.1 million of newly issued 9.5% Convertible Senior Notes due 2027

11. Minimum Investment

Minimum investment accepted from any outside investor $1,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$51,142,350	USD	or Indefinite
Total Amount Sold	$51,142,350	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

5

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
INNOVATE Corp.	Michael J. Sena	Michael J. Sena	Chief Financial Officer	2025-07-30

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did Ionis Pharmaceuticals (IONS) file on July 30 2025?

Ionis filed a Form S-8 to register shares for its Amended and Restated 2011 Equity Incentive Plan.

Does the S-8 filing include new financial results for IONS?

No. It merely incorporates previously filed 10-K, 10-Q, and 8-K reports; no new earnings data is provided.

How many shares is Ionis registering under this S-8?

The excerpt does not disclose the share count or aggregate offering value.

Who issued the legality opinion for the IONS S-8?

Chief Legal Officer Patrick R. O’Neil, who owns <1 % of Ionis stock.

Is the filing immediately effective?

Yes. Form S-8 registrations become effective upon filing, allowing Ionis to issue awards right away.