What the changes say
- InnovAge added risks regarding a new pharmacy business acquisition, credit agreement covenants, and Nasdaq listing requirements.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
To increase our revenue, our business strategy includes expanding the number of centers and participants in our network. In order to support such growth, we must recruit and retain a sufficient number of new participants
We face enrollment eligibility verification delays and redetermination gaps by State and county for our PACE program participants.
- NewRisks Related to Our Business
chain and our business will depend on their timing, duration and magnitude, which may be changed at any time and with little or no prior notice
State and federal budget deficits may reduce funding for Medicare, Medicaid, and PACE programs.
- NewRisks Related to Our Business
Our centers will continue to be subject to federal and state audits, and there is no guarantee that future audits will not find deficiencies similar to, or different from, the ones found in connection with prior audits
Federal and state audits of our centers could result in enrollment sanctions, fines, payment suspensions, or contract terminations.
- NewRisks Related to Our Business
We recently completed the acquisition of certain pharmacy assets and we have no previous experience managing our own pharmacy services
We acquired pharmacy assets from TRHC in January 2025 and lack prior experience managing our own pharmacy services.
- NewRisks Related to Our Indebtedness and Liquidity
Additionally, our indebtedness exposes us to risks relating to fluctuations in interest rates, which can increase borrowing costs
Our Credit Agreement imposes restrictive covenants and interest rate exposure that could lead to default and debt acceleration.
- NewRisks Related to Our Common Stock
stock as part of a sale of us and ultimately might affect the market price of our common stock. In addition, this concentration of ownership may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in a company with significant shareholders
A Director Nomination Agreement gives Principal Shareholders extensive rights to designate board nominees based on ownership percentages.
- NewRisks Related to Our Common Stock
In addition, we have registered shares of common stock that we may issue under our equity compensation plans. Such shares can be freely sold in the public market upon issuance, subject to vesting, and Rule 144 under the Securities Act
We may issue a material portion of our outstanding common stock for future investments or acquisitions.
- NewRisks Related to Our Common Stock
If we are unable to comply with the continued listing requirements of the Nasdaq, our common stock could be delisted, affecting our common stock’s market price and liquidity and reducing our ability to raise capital
Failure to satisfy Nasdaq continued listing standards could result in the delisting of our common stock.
Dropped
- DroppedRisks Related to Our Business
are unsuccessful in hiring, training, managing and integrating these new employees, if we are not successful in retaining our existing employees, or if we are unable to provide the care and services that our participants require in compliance with regulatory requirements, our business will be adversely affected
- DroppedRisks Related to Our Business
If we are unable to attract new participants and retain existing participants, our revenue growth will be adversely affected
Hiring, training, and managing employees and compliance with data and healthcare regulations.
- DroppedRisks Related to Our Business
competitors, we may not be able to effectively implement our growth strategy, which depends on our ability to attract new participants
- DroppedRisks Related to Our Business
Renegotiation, non-renewal or termination of capitation agreements with government payors could have a material adverse effect on our business, results of operations, financial condition and cash flows
Impact of historical California and Colorado enrollment sanctions on reputation and participant growth.
- DroppedRisks Related to Our Business
Labor relations matters could have a material adverse effect on our business, reputation, prospects, results of operations and financial condition
Gaps in eligibility with redetermination applications after COVID-19 emergency declarations expired.
- DroppedRisks Related to Our Business
Our presence is currently limited to Colorado, California, Florida, New Mexico, Pennsylvania and Virginia, and we may not be able to successfully establish a presence in new geographic markets
- DroppedRisks Related to Our Business
Security breaches, loss of data and other disruptions have in the past and could in the future compromise sensitive information related to our business or our participants, or prevent us from accessing critical information and expose us to liability, and could adversely affect our business and our reputation
- DroppedRisks Related to Our Business
repair or replace systems or technology and to prevent future occurrences. We may also be subject to potential increases in insurance premiums, resulting in increased costs or loss of revenue
- DroppedRisks Related to Regulation
Laws governing the review and approval of healthcare transactions could limit our ability to grow our business
- DroppedRisks Related to Our Common Stock
exclusive forum for litigation arising under the Securities Act, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us
- DroppedRisks Related to Our Common Stock
Because we have no plans to pay regular cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it
- DroppedRisks Related to Our Common Stock
If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our stock price and trading volume could decline
- DroppedRisks Related to Our Common Stock
We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock
Government payor rights to renegotiate or terminate capitation agreement terms.
- DroppedRisks Related to Our Common Stock
Disruptions in our disaster recovery systems or business continuity planning could limit our ability to operate our business effectively
Reworded
- 96% rewrittenRisks Related to Our Business
Our presence is currently limited to six states, with a significant percentage of our operations in the State of Colorado. As a result, we are particularly susceptible to regulatory issues and reduction in budget appropriations for our services or any other adverse developments in that state
Updated Colorado revenue contribution figures to 43% for fiscal year 2025 and broadened geographic scope to six states.
Was: We conduct a significant percentage of our operations in the State of Colorado and, as a result, we are particularly susceptible to regulatory issues and reduction in budget appropriations for our services or any other adverse developments in that state
- 87% rewrittenRisks Related to Our Indebtedness and Liquidity
Our existing indebtedness could adversely affect our business
Updated outstanding debt figures to $60.0 million under the Term Loan Facility as of June 30, 2025.
Was: Our existing indebtedness could adversely affect our business and growth prospects
- 87% rewrittenRisks Related to Regulation
Laws regulating the corporate practice of medicine could restrict the manner in which we are permitted to conduct our business, and the failure to comply with such laws could subject us to penalties or require a restructuring of our business
Expanded corporate practice of medicine risk to explicitly include future operating states alongside current ones.
- 84% rewrittenRisks Related to Our Business
Our overall business results have been, and we expect will continue to be, impacted by ongoing macroeconomic and industry-related challenges, including labor shortages, labor competition, inflation, tariffs and trade disputes
Added trade tensions, supply chain disruptions, and shortages specifically in geriatrics and primary care to macroeconomic challenges.
Was: Our overall business results have been and we expect will continue to be impacted by ongoing macroeconomic and industry-related challenges, including labor shortages, labor competition and inflation
- 78% rewrittenRisks Related to Our Common Stock
Our Principal Shareholders control us, and their interests may conflict with our interests and those of our other shareholders
Removed secondary sentences regarding potential loss of majority voting power by Principal Shareholders.
Was: Our Principal Shareholders control us, and their interests may conflict with ours or yours in the future
- 77% rewrittenRisks Related to Our Business
Our revenues and operations are dependent upon a limited number of government payors, particularly Medicare and Medicaid
Updated combined revenue concentration for Colorado, California, and Virginia to 86.4% for fiscal year 2025.
- 58% rewrittenRisks Related to Our Common Stock
Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent attempts by our shareholders to replace or remove our current management, even if beneficial to our shareholders
Retained corporate governance defense provisions text with minor formatting adjustments.
- 57% rewrittenRisks Related to Our Business
We depend on our senior management team and other key employees, and the loss of one or more of these employees or an inability to attract and retain other highly skilled employees could harm our business
Added executive officers alongside senior management team as key personnel whose loss would harm the business.
- 56% rewrittenRisks Related to Our Common Stock
Our stock price is volatile
Was: Our operating results and stock price are volatile
- 55% rewrittenRisks Related to Our Business
The healthcare industry is highly competitive and, if we are not able to compete effectively, our business could be harmed
- 53% rewrittenRisks Related to Our Business
Our growth strategy is partially dependent upon our ability to identify and successfully complete acquisitions, joint ventures and other strategic partnerships
- 47% rewrittenRisks Related to Our Common Stock
Our Board has in the past approved, and may in the future approve, a share repurchase program that would subject us to certain risks, which could be exacerbated because our stock is thinly traded
Was: Our Board of Directors has approved a share repurchase program that may subject us to certain risks, which can be exacerbated because our stock is thinly traded
- 46% rewrittenRisks Related to Our Common Stock
Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock
- 45% rewrittenRisks Related to Our Business
Our growth strategy may not prove viable and we may fail to realize expected results therefrom fully or at all
Was: Our growth strategy may not prove viable, and we may not realize expected results therefrom
- 44% rewrittenRisks Related to Our Business
If we fail to manage our operations effectively, we may be unable to execute our business plan, maintain effective levels of service and participant satisfaction or adequately address competitive challenges
- 44% rewrittenRisks Related to Regulation
If we are unable to effectively adapt to changes in the healthcare industry, including changes to laws and regulations regarding or affecting U.S. healthcare reform, our business could be harmed
- 41% rewrittenRisks Related to Our Business
Our records and submissions to government payors may contain inaccurate or unsupportable information regarding risk adjustment scores of participants, which could cause us to overstate or understate our revenue and subject us to repayment obligations or penalties
- 40% rewrittenRisks Related to Our Common Stock
We qualify as an “emerging growth company” and a “smaller reporting company” and we have elected to comply with reduced public company reporting requirements, which could make our common stock less attractive to investors
- 39% rewrittenRisks Related to Our Business
We are subject to legal proceedings, enforcement actions and litigation, malpractice and privacy disputes, which are costly to defend and could materially harm our business and results of operations
- 37% rewrittenRisks Related to Our Business
We have experienced, and expect to continue experiencing, increased costs and expenditures in the future
- 34% rewrittenRisks Related to Our Business
Under our PACE contracts, we assume all of the risk that the cost of providing services will exceed our compensation
- 24% rewrittenRisks Related to Our Business
Reductions in PACE reimbursement rates or changes in the rules governing PACE programs could have a material adverse effect on our financial condition and results of operations
All 41 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01Our growth strategy may not prove viable and we may fail to realize expected results therefrom fully or at all45% rewritten
- 02Our growth strategy is partially dependent upon our ability to identify and successfully complete acquisitions, joint ventures and other strategic partnerships53% rewritten
- 03To increase our revenue, our business strategy includes expanding the number of centers and participants in our network. In order to support such growth, we must recruit and retain a sufficient number of new participantsNew
- 04Our overall business results have been, and we expect will continue to be, impacted by ongoing macroeconomic and industry-related challenges, including labor shortages, labor competition, inflation, tariffs and trade disputes84% rewritten
- 05chain and our business will depend on their timing, duration and magnitude, which may be changed at any time and with little or no prior noticeNew
- 06Our centers will continue to be subject to federal and state audits, and there is no guarantee that future audits will not find deficiencies similar to, or different from, the ones found in connection with prior auditsNew
- 07We are subject to legal proceedings, enforcement actions and litigation, malpractice and privacy disputes, which are costly to defend and could materially harm our business and results of operations39% rewritten
- 08Under our PACE contracts, we assume all of the risk that the cost of providing services will exceed our compensation34% rewritten
- 09We have experienced, and expect to continue experiencing, increased costs and expenditures in the future37% rewritten
- 10Our revenues and operations are dependent upon a limited number of government payors, particularly Medicare and Medicaid77% rewritten
- 11Reductions in PACE reimbursement rates or changes in the rules governing PACE programs could have a material adverse effect on our financial condition and results of operations24% rewritten
- 12Our records and submissions to government payors may contain inaccurate or unsupportable information regarding risk adjustment scores of participants, which could cause us to overstate or understate our revenue and subject us to repayment obligations or penalties41% rewritten
- 13State and federal efforts to reduce healthcare spending could adversely affect our financial condition and results of operations
- 14We depend on our senior management team and other key employees, and the loss of one or more of these employees or an inability to attract and retain other highly skilled employees could harm our business57% rewritten
- 15If certain of our suppliers do not meet our needs, if we are not reimbursed or adequately reimbursed for medical products we purchase or if we are unable to effectively access new technology or medical products, our ability to effectively provide the services we offer could be negatively impacted
- 16We recently completed the acquisition of certain pharmacy assets and we have no previous experience managing our own pharmacy servicesNew
- 17If we fail to manage our operations effectively, we may be unable to execute our business plan, maintain effective levels of service and participant satisfaction or adequately address competitive challenges44% rewritten
- 18The healthcare industry is highly competitive and, if we are not able to compete effectively, our business could be harmed55% rewritten
- 19Our presence is currently limited to six states, with a significant percentage of our operations in the State of Colorado. As a result, we are particularly susceptible to regulatory issues and reduction in budget appropriations for our services or any other adverse developments in that state96% rewritten
- 20A failure to accurately estimate incurred but not reported medical expenses could adversely affect our results of operations
- 21We lease half of our centers and may experience risks relating to lease termination, lease expense escalators, lease extensions and special charges
- 22A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, as well as weather and other factors, have affected, and could in the future adversely affect our business
Risks Related to Regulation
- 23Allegations that we have failed to adhere to all of the complex government laws and regulations that apply to our business have had, and could in the future have, a material adverse effect on our business, results of operations, financial condition, cash flows, reputation and stock price
- 24Federal and state manuals, policies, and other guidance may affect our operations
- 25In addition to the provisions of the FCA, the federal government can use several criminal statutes to prosecute persons who are alleged to have submitted false or fraudulent claims for payment to the federal government
- 26If we are unable to effectively adapt to changes in the healthcare industry, including changes to laws and regulations regarding or affecting U.S. healthcare reform, our business could be harmed44% rewritten
- 27Laws regulating the corporate practice of medicine could restrict the manner in which we are permitted to conduct our business, and the failure to comply with such laws could subject us to penalties or require a restructuring of our business87% rewritten
Risks Related to Our Indebtedness and Liquidity
- 28Our existing indebtedness could adversely affect our business87% rewritten
- 29Additionally, our indebtedness exposes us to risks relating to fluctuations in interest rates, which can increase borrowing costsNew
- 30Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in participant services in the future could reduce our ability to compete successfully and harm our results of operations
Risks Related to Our Common Stock
- 31Our operating results have fluctuated and may fluctuate significantly in the future, which makes our future operating results difficult to predict and could cause such results to fall below any guidance, targets or goals we provide
- 32Our stock price is volatile56% rewritten
- 33Our Principal Shareholders control us, and their interests may conflict with our interests and those of our other shareholders78% rewritten
- 34stock as part of a sale of us and ultimately might affect the market price of our common stock. In addition, this concentration of ownership may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in a company with significant shareholdersNew
- 35We qualify as an “emerging growth company” and a “smaller reporting company” and we have elected to comply with reduced public company reporting requirements, which could make our common stock less attractive to investors40% rewritten
- 36Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent attempts by our shareholders to replace or remove our current management, even if beneficial to our shareholders58% rewritten
- 37Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock46% rewritten
- 38In addition, we have registered shares of common stock that we may issue under our equity compensation plans. Such shares can be freely sold in the public market upon issuance, subject to vesting, and Rule 144 under the Securities ActNew
- 39Our Board has in the past approved, and may in the future approve, a share repurchase program that would subject us to certain risks, which could be exacerbated because our stock is thinly traded47% rewritten
- 40Future offerings of debt or equity securities by us may materially adversely affect the market price of our common stock
- 41If we are unable to comply with the continued listing requirements of the Nasdaq, our common stock could be delisted, affecting our common stock’s market price and liquidity and reducing our ability to raise capitalNew
Other InnovAge Holding 10-Ks
- FY2026 10-K risk factors38 risks5 new8 dropped18 reworded
Government funding concentration is more prominent, with Colorado and California producing 70.2% of fiscal 2026 capitation revenue.
Filed Sep 09, 2026 - FY2024 10-K risk factors47 risks
InnovAge relies almost entirely on fixed PMPM government capitation payments through Medicare and Medicaid PACE programs. Operations face high geographic concentration in Colorado and complex healthcare regulatory compliance risks. Growth depends heavily on recruitment, retention, and strategic acquisitions following past sanctions.
Filed Sep 10, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.