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Innventure, Inc. Announces Closing of $40 Million Registered Direct Offering of Common Stock

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Innventure (NASDAQ: INV) closed a registered direct offering of common stock to four institutional investors, generating approximately $40 million in gross proceeds on January 14, 2026. The company expects to use net proceeds to redeem outstanding convertible debentures and for working capital and general corporate purposes.

Innventure said it may exercise a right to receive equity in Accelsius instead of cash to satisfy approximately $8 million of intercompany convertible debt; if converted, that equity would be the same series sold in Accelsius’ recent $65 million Series B-1 sale completed at a post-money valuation of about $665 million. Titan Partners acted as placement agent and Northland Capital Markets as capital markets advisor. The offering was made from an effective Form S-3 shelf declared effective January 9, 2026.

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Positive

  • $40M gross proceeds raised in registered direct offering
  • Proceeds expected to redeem outstanding convertible debentures
  • Potential equity in Accelsius in lieu of ~$8M intercompany debt
  • Accelsius Series B-1 completed at $665M post-money valuation

Negative

  • Common stock issuance may dilute existing shareholders
  • Net proceeds allocated to working capital reduces immediate deployment clarity

News Market Reaction

-2.02%
4 alerts
-2.02% News Effect
-11.7% Trough Tracked
-$6M Valuation Impact
$293M Market Cap
0.8x Rel. Volume

On the day this news was published, INV declined 2.02%, reflecting a moderate negative market reaction. Argus tracked a trough of -11.7% from its starting point during tracking. Our momentum scanner triggered 4 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $6M from the company's valuation, bringing the market cap to $293M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: $40 million Convertible debt repayment: approximately $8 million Accelsius funding: $65 million +2 more
5 metrics
Gross proceeds $40 million Registered direct offering of common stock
Convertible debt repayment approximately $8 million Intercompany convertible debt and interest at Accelsius
Accelsius funding $65 million Sale of Series B-1 Units
Accelsius valuation approximately $665 million Post-money valuation for Series B-1 round
Sales opportunity pipeline exceeding $1 billion Expected Accelsius sales opportunity pipeline

Market Reality Check

Price: $3.53 Vol: Volume 2,783,765 vs 20-da...
high vol
$3.53 Last Close
Volume Volume 2,783,765 vs 20-day avg 1,834,222 (relative volume 1.52x) ahead of the offering close. high
Technical Shares at $3.89, trading below the 200-day MA of $4.71 and 70.19% under the 52-week high.

Peers on Argus

INV fell 8.53% while closest peers showed small mixed moves (from -1.13% to 0.58...

INV fell 8.53% while closest peers showed small mixed moves (from -1.13% to 0.58%) and none appeared in the momentum scanner, pointing to a stock-specific reaction.

Historical Context

5 past events · Latest: Jan 12 (Negative)
Pattern 5 events
Date Event Sentiment Move Catalyst
Jan 12 Equity offering pricing Negative +3.8% Priced $40M direct offering to institutional investors.
Jan 12 Subsidiary funding round Positive +3.8% Accelsius closed $65M Series B for AI liquid cooling.
Dec 11 Index inclusion Positive +8.3% Added to Russell 2000, 3000 and Microcap indexes.
Dec 03 Investor conferences Neutral +0.2% Announced participation in two virtual investor conferences.
Nov 18 Governance change Positive -10.9% Appointed first Lead Independent Director to strengthen oversight.
Pattern Detected

News has often led to sizable moves, with governance and financing items sometimes trading counter to their apparent tone.

Recent Company History

Over the last few months, Innventure has combined balance sheet actions, strategic funding and governance changes. A $40 million registered direct offering was priced on Jan 12, 2026, with shares rising 3.83%. On the same day, Accelsius’ $65 million Series B funding linked INV to AI infrastructure growth. Index inclusion into the Russell benchmarks on Dec 22, 2025 and creation of a Lead Independent Director role on Nov 18, 2025 highlighted growing institutional positioning and governance focus. Today’s closing of the same offering completes that earlier financing process.

Market Pulse Summary

This announcement finalizes a previously priced registered direct offering, delivering approximately...
Analysis

This announcement finalizes a previously priced registered direct offering, delivering approximately $40 million in gross proceeds that are earmarked to repay outstanding convertible debentures and fund general corporate purposes. It also reinforces Innventure’s strategic link to Accelsius, which recently closed a $65 million round at a post‑money valuation of about $665 million and cites an expected sales pipeline above $1 billion. Investors may watch subsequent balance sheet updates and progress on Accelsius’ commercial scaling.

Key Terms

registered direct offering, convertible debentures, Series B-1 Units, post-money valuation, +2 more
6 terms
registered direct offering financial
"closed its previously announced registered direct offering of common stock"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
convertible debentures financial
"use the net proceeds from the offering to redeem its outstanding convertible debentures"
Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.
Series B-1 Units financial
"recently announced Accelsius $65 million sale of Series B-1 Units"
Series B-1 units are a package of investment securities issued in a mid-stage financing round that typically combines a share of preferred stock with attached rights such as warrants or conversion options. For investors, they matter because they set ownership stakes, priority for payouts, and the potential to convert or increase holdings later—think of them like a combo ticket that gives a guaranteed seat plus the option to upgrade if the venture does well.
post-money valuation financial
"completed based on a post-money valuation of approximately $665 million"
Post-money valuation is the total value of a company immediately after a new round of investment, equal to the company's value before the investment plus the new cash injected. It matters to investors because it sets the price for ownership shares, shows how much of the company each investor owns, and determines future dilution and return potential—like seeing a home's price tag after renovations to understand each owner's share.
prospectus supplement regulatory
"final terms of the offering were disclosed in a prospectus supplement filed"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
2-phase, direct-to-chip cooling technical
"rapidly scaling in the 2-phase, direct-to-chip cooling market"
A cooling method where a liquid coolant is brought into direct contact with a computer chip’s surface and deliberately changes between liquid and vapor to carry heat away; the coolant boils at hot spots and then condenses elsewhere to repeat the cycle. Investors should care because it lets servers and high-performance chips run faster, more reliably, and more energy-efficiently in a smaller space—affecting product performance, operating costs, and data-center density much like a more effective refrigerator improves a kitchen’s capacity and energy bill.

AI-generated analysis. Not financial advice.

With the proceeds from the offering, Innventure expects to fully repay all outstanding convertible debentures

ORLANDO, Fla., Jan. 14, 2026 (GLOBE NEWSWIRE) -- Innventure, Inc. (NASDAQ: INV) (“Innventure” or the “Company”), an industrial growth conglomerate, today announced that it has closed its previously announced registered direct offering of common stock to four institutional investors via a securities purchase agreement. The offering resulted in gross proceeds of approximately $40 million, before deducting offering expenses.

The Company expects to use the net proceeds from the offering to redeem its outstanding convertible debentures and for working capital and general corporate purposes, which may include the ability of the Company to exercise its right to receive equity in Accelsius in lieu of cash for Accelsius’ repayment of approximately $8 million of intercompany convertible debt and associated interest. If exercised, this debt would convert into the same series of securities purchased by strategic investors in the recently announced Accelsius $65 million sale of Series B-1 Units, which was completed based on a post-money valuation of approximately $665 million.

“This offering strengthens much more than our balance sheet, it further accelerates Innventure’s long‑term strategy. Our model is built to unlock value from breakthrough technologies, and this capital allows us to advance that mission with even greater conviction. We now have enhanced flexibility to increase our ownership in Accelsius, a business that is rapidly scaling in the 2-phase, direct-to-chip cooling market with an expected sales opportunity pipeline exceeding $1 billion and significant strategic engagement across the industry,” said Bill Haskell, Chief Executive Officer of Innventure. “We are well positioned for growth and remain focused on driving durable shareholder value as we move through the quarters and years ahead.”

Titan Partners acted as sole placement agent for the offering. Northland Capital Markets served as a Capital Markets Advisor to the Company.

The offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-292427), previously filed with the Securities and Exchange Commission (the “SEC”) on December 23, 2025 and subsequently declared effective by the SEC on January 9, 2026. The final terms of the offering were disclosed in a prospectus supplement filed with the SEC, which are available for free on the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Innventure

Innventure (NASDAQ: INV), an industrial growth conglomerate, focuses on building companies with billion-dollar valuations by commercializing breakthrough technology solutions. By systematically creating and operating industrial enterprises from the ground up, Innventure participates in early-stage economics and provides industrial operating expertise designed for global scale. Innventure’s approach seeks to uniquely bridge the ”Valley of Death" between corporate innovation and commercialization through its distinctive combination of value-driven multinational partnerships, operational experience, and capital-intensive scale-up expertise.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release are "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may include, but are not limited to, statements regarding the Offering, including the type of securities that may be issued in the Offering, the size, pricing or other terms of the Offering and the plan of distribution for the Offering; the estimated expenses of the Offering; the intended use of the net proceeds of the Offering; and the expected timing and closing of the Offering. Forward-looking statements are often identified by future or conditional words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “will,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions of such words or expressions), but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current assumptions and expectations of future events that are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the Company’s public filings made with the SEC and the following: (a) the Company’s ability to use the net proceeds of the Offering in a manner that will increase the value of shareholders’ investment; (b) the Company’s and its subsidiaries’ ability to execute on strategies and achieve future financial performance, including their respective future business plans, expansion and acquisition plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures; (c) the Company’s and its subsidiaries’ ability to invest in growth initiatives; (d) the implementation, market acceptance and success of the Company’s and its subsidiaries’ business models and growth strategies; (e) the Company’s and its subsidiaries’ future capital requirements and sources and uses of cash; (f) the Company’s ability to maintain control over its subsidiaries, (g) the Company’s access to funds under a Standby Equity Purchase Agreement due to certain conditions, restrictions and limitations set forth therein and in other agreements; (h) certain restrictions and limitations set forth in the Company’s debt instruments, which may impair the Company’s financial and operating flexibility; (i) the Company’s and its subsidiaries’ ability to generate liquidity and maintain sufficient capital to operate as anticipated; (j) the Company’s and its subsidiaries’ ability to obtain funding for their operations and future growth and to continue as going concerns; (k) the risk that the technology solutions that the Company and its subsidiaries license or acquire from third parties or develop internally may not function as anticipated or provide the benefits anticipated; (l) developments and projections relating to the Company’s and its subsidiaries’ competitors and industry; (m) the ability of the Company and its subsidiaries to scale the operations of their respective businesses; (n) the ability of the Company and its subsidiaries to establish substantial commercial sales of their products; (o) the ability of the Company and its subsidiaries to compete against companies with greater capital and other resources or superior technology or products; (p) the Company and its subsidiaries’ ability to meet, and to continue to meet, applicable regulatory requirements for the use of their respective products and the numerous regulatory requirements generally applicable to their businesses; (q) the outcome of any legal proceedings against the Company or its subsidiaries; (r) the Company’s ability to find future opportunities to license or acquire breakthrough technology solutions from multinational corporations or other third parties (“Technology Solutions Provider”) and to satisfy the requirements imposed by or to avoid disagreements with its current and future Technology Solutions Providers; (s) the risk that the launch of new companies distracts the Company’s management from its and its other subsidiaries’ operations; (t) the risk that the Company may be deemed an investment company under the Investment Company Act, which would impose burdensome compliance requirements and restrictions on its activities; (u) the ability of the Company and its subsidiaries to sufficiently protect their intellectual property rights and to avoid or resolve in a timely and cost-effective manner any disputes that may arise relating to its use of the intellectual property of third parties; (v) the risk of a cyber-attack or a failure of the Company’s or its subsidiaries’ information technology and data security infrastructure; (w) geopolitical risk and changes in applicable laws or regulations; (x) potential adverse effects of other economic, business, and/or competitive factors; (y) operational risks related to the Company and its subsidiaries that have limited or no operating history; and (z) limited liquidity and trading of the Company’s securities.

Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

Media Contact: Laurie Steinberg, Solebury Strategic Communications
press@innventure.com

Investor Relations Contact: Sloan Bohlen, Solebury Strategic Communications
investorrelations@innventure.com


FAQ

How much did Innventure (INV) raise in the January 14, 2026 registered direct offering?

Innventure raised approximately $40 million in gross proceeds from the registered direct offering.

What will Innventure (INV) use the offering proceeds for?

The company expects to use net proceeds to redeem outstanding convertible debentures and for working capital and general corporate purposes.

Will Innventure (INV) receive equity in Accelsius from the transaction?

Innventure may elect to receive equity in Accelsius in lieu of repaying approximately $8 million of intercompany convertible debt.

What is the reported valuation and recent funding for Accelsius referenced by Innventure (INV)?

Accelsius completed a $65 million Series B-1 sale at an approximate $665 million post-money valuation.

Who advised Innventure (INV) on the offering and when was the shelf declared effective?

Titan Partners served as placement agent, Northland Capital Markets as capital markets advisor, and the Form S-3 shelf was declared effective on January 9, 2026.
Innventure, Inc.

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