Innventure (NASDAQ: INV) consolidates S-1 filings into S-3 resale

Rhea-AI Filing Summary

Innventure, Inc. filed a Form S-3 registration statement to register the resale of its common stock by existing selling stockholders. This move consolidates three prior Form S-1 registration statements into a single S-3 filing to streamline the company’s resale registration process.

The shares covered are either already issued and outstanding or issuable upon conversion or exercise of previously issued securities for which Innventure has already received consideration or adopted under existing agreements. The company states this action does not create new equity issuances or stockholder dilution.

Innventure will not receive proceeds from stockholder resales, other than any shares it may elect to issue under its Standby Equity Purchase Agreement with YA II PN, Ltd. or from cash exercises of certain warrants, as described in the new S-3 registration statement.

0002001557False00020015572026-03-182026-03-18

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

March 18, 2026

Date of Report (date of earliest event reported)

___________________________________

Innventure, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-42303 (Commission File Number)			93-4440048 (I.R.S. Employer Identification Number)
6900 Tavistock Lakes Blvd, Suite 400 Orlando, Florida 32827
(Address of principal executive offices and zip code)
(321) 209-6787
(Registrant's telephone number, including area code)

___________________________________

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 $0.0001 per share			INV			The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 March 18, 2026, Innventure, Inc. (the “Company”) filed a registration statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission to register the resale of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) by certain selling stockholders.

The Registration Statement does not represent new equity issuances or stockholder dilution, rather, it consolidates prior registration statements to fulfill existing contractual obligations relating to previously disclosed securities and contractual arrangements. Specifically, the Registration Statement consolidates the Company’s three prior registration statements on Form S-1 (File Nos. 333-282971, 333-286558, and 333-291034) into a single registration statement on Form S-3 to streamline the Company’s resale registration process.

The shares of Common Stock covered by the Registration Statement either (i) have already been issued, are currently outstanding and were previously registered on prior registration statements on Form S-1 or (ii) are to be issued upon the conversion or exercise of previously issued securities that the Company has disclosed and for which the Company has previously received consideration or adopted pursuant to existing agreements.

The Company will not receive any proceeds from the resale of shares of Common Stock by the selling stockholders, except to the extent the Company elects to issue shares at its discretion pursuant to its Standby Equity Purchase Agreement with YA II PN, Ltd, dated as of October 24, 2023, or receives proceeds from the cash exercise of certain warrants, as further described in the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description of Exhibit
104			Cover Page Interactive Data File (formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						INNVENTURE, INC.
Date: March 18, 2026						By:			/s/ David Yablunosky
						Name:			David Yablunosky
						Title:			Chief Financial Officer

FAQ

What did Innventure, Inc. (INV) announce in this 8-K filing?

Innventure filed a Form S-3 registration statement to register the resale of its common stock by certain existing stockholders. The filing consolidates three earlier Form S-1 registration statements into one S-3, aiming to simplify the company’s resale registration framework.

Does Innventure’s new S-3 registration create dilution for INV shareholders?

Innventure states the S-3 registration does not represent new equity issuances or stockholder dilution. It covers shares already outstanding or issuable from previously issued securities and existing agreements, for which the company has already received consideration or adopted terms.

Why did Innventure (INV) consolidate prior S-1 registrations into an S-3?

Innventure consolidated three prior Form S-1 registration statements into a single Form S-3 to streamline its resale registration process. This administrative change centralizes previously disclosed resale obligations into one shelf registration document for the company and its selling stockholders.

Will Innventure receive cash from the resale of common stock covered by the S-3?

Innventure will not receive proceeds from stockholder resales of registered common stock. It may, however, receive cash if it elects to issue shares under its Standby Equity Purchase Agreement with YA II PN, Ltd. or from the cash exercise of certain warrants.

What types of Innventure (INV) securities are included in the new S-3?

The S-3 covers shares of Innventure common stock already issued and outstanding, plus shares to be issued upon conversion or exercise of previously issued securities. These securities arise from prior disclosures and existing contractual arrangements for which consideration has already been received.

Who are the selling stockholders in Innventure’s new S-3 registration?

The S-3 registers the resale of common stock held by certain selling stockholders identified in the registration statement. These holders own shares already issued or issuable from previously issued securities and arrangements, consolidated from the company’s three prior Form S-1 registrations.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB