Innventure restores Nasdaq audit committee compliance

Innventure, Inc. restored full compliance with Nasdaq’s audit committee requirements after temporarily falling short when a director resigned in April 2026.

Rhea-AI Filing Summary

Innventure, Inc. restored full compliance with Nasdaq’s audit committee requirements after temporarily falling short when a director resigned in April 2026. On May 15, 2026, the Board appointed independent director Bruce Brown to the Audit Committee, bringing it back to three independent members as required by Nasdaq Listing Rule 5605(c)(2)(A). The company notified Nasdaq of its belief that compliance was regained as of that date, and Nasdaq formally confirmed on May 19, 2026 that Innventure is again in compliance with the continued listing standard.

Positive

• Nasdaq compliance restored: By appointing independent director Bruce Brown on May 15, 2026, Innventure’s Audit Committee returned to three independent members, and Nasdaq confirmed on May 19, 2026 that the company had regained compliance with Listing Rule 5605(c)(2)(A).

Negative

• None.

Insights

Corporate governance analyst

Innventure quickly cured a Nasdaq audit committee deficiency, removing a listing-risk overhang.

Innventure, Inc. briefly fell out of compliance with Nasdaq Listing Rule 5605(c)(2)(A) after an audit committee member resigned, leaving the committee with fewer than three independent directors. Noncompliance with this rule can ultimately threaten a company’s exchange listing if not remedied.

The Board appointed independent director Bruce Brown to the Audit Committee effective May 15, 2026, restoring the required three independent members. Innventure promptly notified Nasdaq, which confirmed on May 19, 2026 that the company had regained compliance. This swift cure limits potential listing-risk concerns tied to the earlier governance gap.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Audit Committee size: 3 members Regained compliance date (company view): May 15, 2026 Nasdaq confirmation date: May 19, 2026 +2 more

5 metrics

Audit Committee size 3 members Required minimum under Nasdaq Listing Rule 5605(c)(2)(A)

Regained compliance date (company view) May 15, 2026 Date Innventure believes Nasdaq rule compliance was regained

Nasdaq confirmation date May 19, 2026 Date Nasdaq confirmed Innventure had regained compliance

Director resignation effective date April 29, 2026 Daniel Hennessy’s resignation from Board and Audit Committee

Company phone number (321) 209-6787 Registrant’s telephone number in principal executive offices

Key Terms

Nasdaq Listing Rule 5605(c)(2)(A), Audit Committee, emerging growth company, continued listing rule, +1 more

5 terms

Nasdaq Listing Rule 5605(c)(2)(A) regulatory

"which requires that the Audit Committee of a Nasdaq-listed company be composed of at least three members meeting applicable independence and other criteria"

Audit Committee financial

"the Board appointed Bruce Brown, an independent director, to serve as a member of the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

continued listing rule regulatory

"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing"

independent director financial

"the Board appointed Bruce Brown, an independent director, to serve as a member of the Audit Committee"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

FAQ

Why was Innventure (INV) out of compliance with Nasdaq rules?

Innventure fell out of compliance after director Daniel Hennessy resigned from the Board and Audit Committee on April 29, 2026, leaving the Audit Committee with fewer than three independent members required by Nasdaq Listing Rule 5605(c)(2)(A).

How did Innventure (INV) regain compliance with Nasdaq Listing Rule 5605(c)(2)(A)?

Innventure’s Board appointed independent director Bruce Brown to the Audit Committee effective May 15, 2026. His appointment restored the committee to three independent members, meeting Nasdaq Listing Rule 5605(c)(2)(A) requirements for continued listing.

When did Nasdaq confirm Innventure (INV) was back in compliance?

Innventure notified Nasdaq on May 18, 2026 that it believed it had regained compliance as of May 15, 2026. Nasdaq subsequently confirmed on May 19, 2026 that Innventure had indeed regained compliance with Listing Rule 5605(c)(2)(A).

What does Nasdaq Listing Rule 5605(c)(2)(A) require for Innventure (INV)?

Nasdaq Listing Rule 5605(c)(2)(A) requires a Nasdaq-listed company’s Audit Committee to consist of at least three members who meet applicable independence and other criteria. Innventure restored this structure by appointing Bruce Brown as an independent Audit Committee member.

Who is Bruce Brown in relation to Innventure (INV)?

Bruce Brown is an independent director on Innventure’s Board who was appointed to the Audit Committee effective May 15, 2026. His appointment brought the Audit Committee back to three independent members, enabling Nasdaq to confirm renewed listing-rule compliance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 05:45 PM Learn about SEC filing dates

0002001557False00020015572026-04-292026-04-29

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

May 15, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported in the Current Report on Form 8-K of Innventure, Inc. (the “Company”) filed with the Securities and Exchange Commission on April 30, 2026, following the resignation of Daniel Hennessy from the Company’s Board of Directors (the “Board”) and Audit Committee effective April 29, 2026, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that it was not in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires that the Audit Committee of a Nasdaq-listed company be composed of at least three members meeting applicable independence and other criteria.

On May 15, 2026, the Board appointed Bruce Brown, an independent director, to serve as a member of the Audit Committee of the Board, effective immediately. Mr. Brown’s appointment to the Audit Committee restored the Audit Committee to three members, each of whom was determined by the Company’s Board as satisfying the applicable independence and other criteria required by Nasdaq Listing Rule 5605(c)(2)(A). As a result, on May 18, 2026, the Company notified Nasdaq that it believed it had regained compliance with Nasdaq Listing Rule 5605(c)(2)(A) as of May 15, 2026. On May 19, 2026, Nasdaq confirmed that the Company has regained such compliance.

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: May 19, 2026						By:			/s/ David Yablunosky
						Name:			David Yablunosky
						Title:			Chief Financial Officer

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