INNOVATE Corp美股招股说明书(2026-08-10版)

Up to $31,000,000 Common Stock We have entered into an Open Market Sale Agreement, dated August 10, 2026 (the “Sales Agreement”), with Jefferies LLC (“Jefferies”),relating to the sale of shares of our common stock offered by this prospectus supplement. In accordance with the terms of the Sales Agreement, underthis prospectus supplement we may offer and sell shares of our common stock, par value $0.001 per share, having an aggregate offering price of up to$31 million from time to time through Jefferies, acting as our sales agent.SM Our common stock is listed on the New York Stock Exchange under the symbol “VATE.” On August 7, 2026, the last reported sale price of ourcommon stock on the New York Stock Exchange was $12.11 per share. Sales of our common stock, if any, under this prospectus supplement may be made by any method deemed to be an “at the market offering” asdefined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on orthrough the New York Stock Exchange, the existing trading market for our common stock, or any other existing trading market for our commonstock. Jefferies is not required to sell any specific number or dollar amount of securities, but will act as our sales agent using commercially reasonableefforts to sell on our behalf all of the shares of our common stock requested to be sold by us, consistent with its normal trading and sales practices, onmutually-agreed terms between Jefferies and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Jefferies will be entitled to compensation at a commission rate equal to three percent (3.0%) of the gross proceeds of any shares of commonstock sold under the Sales Agreement. In connection with the sale of the common stock on our behalf, Jefferies will be deemed to be an “underwriter”within the meaning of the Securities Act and the compensation paid to Jefferies will be deemed to be underwriting commissions or discounts. Wehave also agreed to provide indemnification and contribution to Jefferies with respect to certain liabilities, including liabilities under the SecuritiesAct and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See the section titled “Plan of Distribution” beginning on page S-14of this prospectus supplement for additional information regarding the compensation to be paid to Jefferies. We are a “smaller reporting company” under applicable Securities and Exchange Commission rules, and as such, have elected tocomply with reduced public company reporting requirements for this prospectus supplement and the accompanying prospectus and thedocuments incorporated by reference herein and therein and may elect to comply with reduced public company reporting requirements infuture filings. Investing in our common stock involves a high degree of risk. You should read this prospectus supplement along with the accompanyingprospectus and the documents incorporated by reference carefully before you decide whether to invest, including the risks and uncertaintiesdescribed under the section titled “Risk Factors” beginning on page S-5 of this prospectus supplement and under similar headings in theother documents that are incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary isa criminal offense. Jefferies The date of this prospectus supplement is August 10, 2026. TABLE OF CONTENTS Prospectus Supplement About this Prospectus SupplementProspectus Supplement SummaryRisk FactorsSpecial Note Regarding Forward-Looking StatementsUse of ProceedsDilutionPlan of DistributionLegal MattersExpertsWhere You Can Find More Information Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITSSELLING SECURITYHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT Unless otherwise stated or the context otherwise requires, the terms “INNOVATE,” the “Company,” “we,” “us” and “our” refer to INNOVATECorp., and its subsidiaries. As permitted by the rules and regulations of the SEC, the registration statement of which the accompanying prospectus forms a part includesadditional information not contained in this prospectus supplement. You may read the registration statement and the other reports we file with theSEC at the SEC’s website or at the SEC’s offices described below under the heading “Where You Can Find More Information.” You should