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Innventure (NASDAQ: INV) grows Q2 2026 revenue but suspends Accelsius 2026 targets

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Innventure, Inc. reported second quarter 2026 results for the period ended June 30, 2026. Revenue rose to $953 thousand from $476 thousand a year earlier, while loss from operations narrowed to $31.5 million from $142.6 million, reflecting the absence of prior-year goodwill impairment. Net loss attributable to common holders improved to $26.5 million, or $0.32 per share, compared with $84.2 million, or $1.60 per share, in the prior-year quarter.

The company highlighted its Accelsius two-phase liquid cooling business as a key long‑term opportunity but stated that evolving AI infrastructure dynamics are affecting early adopters. Innventure suspended its previously communicated 2026 revenue and cash flow expectations for Accelsius and is emphasizing milestone execution, including chipmaker, OEM/ODM and hyperscaler relationships. Adjusted EBITDA for the quarter was a loss of $22.6 million, compared with a loss of $16.2 million a year earlier. Cash, cash equivalents and restricted cash totaled $46.5 million at June 30, 2026, down from $65.4 million at the beginning of the quarter, as operating activities used $59.5 million of cash and equity issuance provided $50.2 million.

Positive

  • Revenue more than doubled year over year to $953 thousand in Q2 2026 from $476 thousand, indicating growing commercial activity.
  • Loss from operations narrowed substantially to $31.5 million from $142.6 million in the prior-year quarter, reflecting improved operating performance and no current-period goodwill impairment.
  • Net loss attributable to stockholders improved to $26.5 million from $84.2 million, reducing per-share loss from $1.60 to $0.32.
  • The company raised $50.2 million of equity capital in the quarter, supporting liquidity despite significant operating cash outflows.

Negative

  • Innventure suspended previously communicated 2026 revenue and cash flow targets for Accelsius, signaling increased uncertainty around near-term financial contributions from the two-phase liquid cooling business.
  • Adjusted EBITDA loss widened to $22.6 million in Q2 2026 from $16.2 million a year earlier, indicating continuing underlying operating losses.
  • Operating activities used $59.5 million of cash in the quarter, materially exceeding revenue and contributing to a decline in cash and equivalents.
  • Total revenue remains small relative to operating expenses of $32.4 million, implying a substantial gap to profitability.

Filing Explained

The June 30 share count was 84,612,657 versus 67,743,847 at year-end, creating dilution risk for existing holders absent offsetting changes.

Form 8-K reports specified material events, and this filing reports the quarter ended June 30, 2026, under Item 2.02 while furnishing the accompanying press release. Its balance sheet reports 84,612,657 common shares issued and outstanding at June 30 versus 67,743,847 at December 31, 2025.

The cash-flow statement separately reports equity-issuance proceeds during the quarter. The filing presents those proceeds and the share counts as separate line items, so it does not establish a one-for-one correspondence between the cash raised and the increase in shares.

Issuing additional shares increases the total share count and can reduce an existing holder’s percentage ownership absent offsetting changes; the disclosed higher common-share count therefore creates a dilution-related structural effect for existing holders.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Revenue $953 thousand Revenue for the three months ended June 30, 2026 versus $476 thousand in Q2 2025
Loss from Operations Q2 2026 $31,488 thousand Loss from operations for the three months ended June 30, 2026 versus $142,574 thousand in Q2 2025
Net Loss Attributable to Stockholders Q2 2026 $26,503 thousand Net loss attributable to Innventure, Inc. stockholders for Q2 2026 versus $84,227 thousand in Q2 2025
Adjusted EBITDA Q2 2026 $(22,576) thousand Adjusted EBITDA for the three months ended June 30, 2026 versus $(16,178) thousand in Q2 2025
Operating Cash Used Q2 2026 $59,466 thousand Net cash used in operating activities for the three months ended June 30, 2026
Equity Issuance Proceeds Q2 2026 $50,229 thousand Proceeds from issuance of equity, net of issuance costs, in the three months ended June 30, 2026
Cash, Cash Equivalents and Restricted Cash $46,543 thousand Cash, cash equivalents and restricted cash at June 30, 2026
Common Shares Outstanding 84,612,657 shares Common stock issued and outstanding as of June 30, 2026
two-phase liquid cooling technical
"anticipate significant long‑term demand for two‑phase liquid cooling as AI infrastructure"
Two-phase liquid cooling is a thermal management method that uses a liquid which deliberately turns into vapor to carry heat away and then condenses back to liquid to repeat the cycle, like a controlled miniature boil-and-condense system. It removes heat far more efficiently than simple air or single-phase liquid cooling, so devices run faster, last longer and use less energy—factors that can lower operating costs and boost capacity, reliability and margins for businesses.
Adjusted EBITDA financial
"Our primary non-GAAP financial measures are EBITDA and Adjusted EBITDA."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
non-controlling interest financial
"Non-controlling interest | 270,125 | | | 279,462 |"
Non-controlling interest represents the portion of ownership in a company held by investors who do not have a controlling stake, meaning they do not have enough voting power to make major decisions. It is similar to owning a minority share of a business partner’s company—while they benefit from profits, they cannot control how the company is run. This matters to investors because it shows how much of the company's value is owned by outside shareholders and affects overall financial reporting.
warrant liability financial
"Warrant liability | 28,683 | | | 27,458 |"
Warrant liability is the financial obligation a company records when it grants warrants—special options giving the holder the right to buy company shares at a set price in the future. It matters to investors because changes in this liability can affect a company's reported earnings and overall financial health, similar to how a pending contract can influence a company's future value.
earnout liability financial
"Earnout liability | 4,790 | | | 3,890 |"
A future payment a buyer has agreed to make after an acquisition if the purchased business hits certain performance targets; it is recorded as a liability because it may become an obligation. Investors care because it affects a company's reported debt and potential cash outflows—similar to promising a bonus if a car you bought later reaches a set mileage, it shifts risk and can change valuation and earnings depending on whether the targets are met.
goodwill impairment financial
"Goodwill impairment - For the three and six months ended June 30, 2025, the Company recognized goodwill impairment"
Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.
Revenue Q2 2026 $953 thousand up from $476 thousand in Q2 2025
Net loss attributable to stockholders Q2 2026 $26,503 thousand improved from $84,227 thousand in Q2 2025
Adjusted EBITDA Q2 2026 $(22,576) thousand versus $(16,178) thousand in Q2 2025
Operating cash flow Q2 2026 $(59,466) thousand net cash used in operating activities for the quarter
Guidance

Previously communicated 2026 revenue and cash flow expectations for Accelsius have been suspended; focus shifts to execution of strategic milestones for scaled adoption.

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

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FAQ

How did Innventure (INV) perform financially in Q2 2026?

Innventure reported Q2 2026 revenue of $953 thousand, up from $476 thousand a year earlier. Net loss attributable to stockholders was $26.5 million, or $0.32 per share, compared with a loss of $84.2 million, or $1.60 per share, in Q2 2025.

What guidance changes did Innventure (INV) make regarding Accelsius in this 8-K?

Innventure suspended its previously communicated 2026 revenue and cash flow expectations for Accelsius. Management cited evolving AI infrastructure dynamics and will instead focus on executing milestones such as chipmaker, OEM/ODM and hyperscaler relationships to support long‑term market adoption.

What was Innventure’s (INV) Adjusted EBITDA in Q2 2026?

Innventure reported Q2 2026 Adjusted EBITDA of negative $22.6 million, compared with negative $16.2 million in the prior-year quarter. The metric adjusts EBITDA for items such as changes in fair value of financial liabilities, stock-based compensation and debt extinguishment losses.

How has Innventure’s (INV) cash position changed by June 30, 2026?

At June 30, 2026, Innventure had $46.5 million of cash, cash equivalents and restricted cash. During the quarter, operating activities used $59.5 million of cash, while equity issuance provided $50.2 million, resulting in a net decrease from $65.4 million at the period’s start.

Did Innventure (INV) record any goodwill impairment in Q2 2026?

Innventure recorded no goodwill impairment for the three and six months ended June 30, 2026. In contrast, it recognized $113.3 million of goodwill impairment in Q2 2025 and $346.6 million for the first half of 2025 due to prior market conditions.

How many Innventure (INV) shares were outstanding in Q2 2026?

Innventure reported 84,612,657 common shares issued and outstanding as of June 30, 2026, up from 67,743,847 at December 31, 2025. The basic and diluted weighted average common shares for Q2 2026 were 83,117,031.

What were Innventure’s (INV) total assets and liabilities at June 30, 2026?

As of June 30, 2026, Innventure reported total assets of $574.7 million and total liabilities of $91.9 million. Total stockholders’ equity was $482.8 million, including $212.7 million attributable to Innventure, Inc. stockholders and $270.1 million of non-controlling interest.
0002001557False00020015572026-08-132026-08-13

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

August 13, 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 2.02 Results of Operations and Financial Condition.
On August 13, 2026, Innventure, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2026, and certain other information. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
Description of Exhibit
99.1
Press Release by Innventure, Inc. dated August 13, 2026
104
Cover Page Interactive Data File (formatted in Inline XBRL)







SIGNATURES

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

INNVENTURE, INC.
Date: August 13, 2026
By:
/s/ David Yablunosky
Name:
David Yablunosky
Title:
Chief Financial Officer



Exhibit 99.1
Innventure Reports Second Quarter 2026 Results

Accelsius focused on execution against foundational milestones to strengthen path to scaled two-phase adoption

ORLANDO, Fla., August 13, 2026 (GLOBAL NEWSWIRE) – Innventure, Inc. (NASDAQ: INV) (“Innventure”), an industrial growth conglomerate, today announced financial results for the quarter ended June 30, 2026.
The company continues to anticipate significant long‑term demand for two‑phase liquid cooling as AI infrastructure requirements accelerate and is focused on executing against the foundational milestones expected to govern scaled market adoption of this technology. These milestones include chip-maker relationships and reference designs, OEM and ODM co-development initiatives, relationships with hyperscalers and the delivery of additional thermal benchmark data.

“We firmly believe the industry is moving toward a future where two-phase liquid cooling becomes an essential part of AI infrastructure,” said Bill Haskell, Chief Executive Officer. “While our conviction in Accelsius’ long‑term opportunity has only strengthened, evolving dynamics in the AI infrastructure market, including constraints facing smaller early adopters around power availability, GPU access, and deployment timing, have impacted our near-term expectations and render 2026 revenue generation an imprecise reflection of the meaningful progress Accelsius is making. As a result, we are suspending our previously communicated expectations regarding Accelsius’ 2026 revenue and cash flow targets and shifting our focus to execution against important milestones that govern scaled market adoption, which include forging strong relationships with industry leaders. In light of our expectations regarding Accelsius’ ability to make progress against these milestones and the momentum we are seeing at AeroFlexx and Refinity, we believe Innventure is well positioned to create shareholder value over the long term."
Conference Call and Webcast
A conference call to discuss these results has been scheduled for 5:00 pm ET today, August 13, 2026.
The event will be webcasted live via our investor relations website https://ir.innventure.com/ or via https://innventure-2q26-earnings.open-exchange.net/.
Innventure has posted a slide presentation to accompany the prepared remarks to its investor relations website https://ir.innventure.com/.
About Innventure

Innventure, Inc. (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 scaling expertise.

Non-GAAP Financial Measures

We use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the U.S. (GAAP) to supplement our consolidated financial statements. These non-GAAP financial measures provide additional information to investors to facilitate comparisons of past and present operating results, identify trends in our underlying operating performance, and offer greater transparency on how we evaluate our business activities. These measures are integral to our processes for budgeting, managing operations, making strategic decisions, and evaluating our performance.

Our primary non-GAAP financial measures are EBITDA and Adjusted EBITDA. We define EBITDA as net income before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash items, non-recurring expenses, and other items that are not indicative of our core operating activities. These may include stock-based compensation, acquisition costs, and other financial items. We believe Adjusted EBITDA is valuable for investors and analysts as it provides additional insight into our operational performance, excluding the impacts of certain financing, investing, and other non-operational activities. This measure helps in comparing our current operating results with prior periods and with those of other companies in our industry. It is also used internally for



allocating resources efficiently, assessing the economic outcomes of acquisitions and strategic decisions, and evaluating the performance of our management team.

There are limitations to Adjusted EBITDA, including its exclusion of cash expenditures, future requirements for capital expenditures and contractual commitments, and changes in or cash requirements for working capital needs. Adjusted EBITDA also omits significant interest expenses and related cash requirements for interest and payments. While depreciation and amortization are non-cash charges, the associated assets will often need to be replaced in the future, and Adjusted EBITDA does not reflect the cash required for such replacements. Additionally, Adjusted EBITDA does not account for income or other taxes or necessary cash tax payments.

Investors should use caution when comparing our non-GAAP measure to similar metrics used by other companies, as definitions can vary. Adjusted EBITDA should not be considered in isolation or as a substitute for GAAP financial measures.
In presenting Adjusted EBITDA, we aim to provide investors with an additional tool for assessing the operational performance of our business. It serves as a useful complement to our GAAP results, offering a more comprehensive understanding of our financial health and operational efficiencies.

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 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 Innventure’s public filings with the U.S. Securities and Exchange Commission, including but not limited to the following: Innventure’s and its subsidiaries’ ability to execute on their strategies, book sales and achieve future financial performance; developments and projections relating to Innventure’s and its subsidiaries’ competitors and industry; the implementation, adoption, market acceptance and success of Innventure’s and its subsidiaries’ products, business models and growth strategies; Innventure’s and its subsidiaries’ ability to generate sufficient revenue and operating cash flow; the timing and magnitude of expected cash expenditures; the availability, timing and terms of additional financing, including debt or equity financing; market conditions affecting access to capital; potential dilution resulting from future financings; Innventure’s ability to successfully implement cost reduction initiatives; changes in economic conditions; competitive pressures; regulatory developments; Innventure’s ability to maintain control over its subsidiaries.

Forward‑looking statements speak only as of the date of this release, and Innventure undertakes no obligation to update them except as required by law.
Investor Relations Contact: Kyle Nagarkar, Solebury Strategic Communications
investorrelations@innventure.com
Media Contact: Stephanie Knight, Solebury Strategic Communications
press@innventure.com



Innventure, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share amounts)

June 30, 2026December 31, 2025
Assets
Cash and cash equivalents$41,543 $60,449 
Restricted cash5,000 5,000 
Accounts receivable2,119 1,094 
Due from related parties16,351 11,840 
Inventories2,989 1,604 
Prepaid expenses and other current assets3,437 3,167 
Total Current Assets
71,439 83,154 
Investments26,644 28,741 
Property, plant and equipment, net2,269 1,941 
Intangible assets, net149,729 160,537 
Goodwill323,463 323,463 
Other assets1,153 1,351 
Total Assets $574,697 $599,187 
Liabilities and Stockholders' Equity
Accounts payable$1,932 $2,551 
Accrued employee benefits4,977 11,343 
Accrued expenses1,959 7,386 
Contract liabilities534 947 
Notes payable - current7,700 12,846 
Term convertible note, current8,026 7,890 
Convertible promissory note, current4,407 4,331 
Patent installment payable - current825 700 
Obligation to issue equity73 119 
Warrant liability28,683 27,458 
Income taxes payable18 23 
Other current liabilities633 682 
Total Current Liabilities 59,767 76,276 
Notes payable, net of current portion5,909 8,327 
Earnout liability4,790 3,890 
Stock-based compensation liability213 239 
Patent installment payable, net of current11,550 12,375 
Deferred income taxes9,264 13,848 
Other liabilities389 556 
Total Liabilities 91,882 115,511 
Commitments and Contingencies (Note 16)
Stockholders' Equity
Preferred stock, $0.0001 par value, 25,000,000 shares authorized;
Series B Preferred Stock, $0.0001 par value, 3,000,000 shares designated, 24,779 and 33,144 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.
— — 
Series C Preferred Stock, $0.0001 par value, 5,000,000 shares designated, 159,270 shares issued and outstanding as of June 30, 2026 and 150,000 shares issued and outstanding as of December 31, 2025.
— — 
Common Stock, $0.0001 par value, 250,000,000 shares authorized, 84,612,657 and 67,743,847 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.
Additional paid-in capital632,237 577,070 
Accumulated other comprehensive gain (loss)(644)(1,260)
Accumulated deficit(418,911)(371,603)
Total Innventure, Inc., Stockholders’ Equity212,690 204,214 
Non-controlling interest270,125 279,462 
Total Stockholders' Equity482,815 483,676 
Total Liabilities and Stockholder’s Equity
$574,697 $599,187 



Innventure, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except share and per share amounts)

Three Months Ended
June 30, 2026
Three Months Ended
June 30, 2025
Six Months Ended
June 30, 2026
Six Months Ended
June 30, 2025
Revenue$953 $476 $2,396 $700 
Operating Expenses
Cost of sales5,073 2,861 10,326 3,045 
General and administrative14,499 18,569 27,249 38,245 
Sales and marketing3,089 2,208 5,986 4,304 
Research and development9,780 6,068 17,620 12,321 
Goodwill impairment— 113,344 — 346,557 
Total Operating Expenses 32,441 143,050 61,181 404,472 
Loss from Operations (31,488)(142,574)(58,785)(403,772)
Non-operating (Expense) and Income
Interest expense, net(531)(2,647)(1,520)(4,185)
Net gain (loss) from investments39 — 108 — 
Change in fair value of financial liabilities(2,188)7,176 (2,125)23,605 
Equity method investment (loss) income(1,491)(1,924)(3,007)(8,680)
Realized gain on conversion of available for sale investment— — — 1,507 
Loss on extinguishment of debt— (3,462)(977)(3,462)
Loss on extinguishment of related party debt— — — (3,538)
Miscellaneous other expense(773)(64)(948)(43)
Total Non-operating Income (Expense)(4,944)— (921)— (8,469)5,204 
Loss before Income Taxes(36,432)(143,495)(67,254)(398,568)
Income tax benefit(1,518)(2,220)(4,557)(3,619)
Net Loss (34,914)(141,275)(62,697)(394,949)
Less: net loss attributable to
Non-redeemable non-controlling interest(8,411)(57,048)(15,389)(167,725)
Net Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders (26,503) (84,227) (47,308)(227,224)
Basic and diluted loss per share$(0.32)$(1.60)$(0.59)$(4.60)
Basic and diluted weighted average common shares83,117,031 52,546,491 83,117,031 49,417,092 



Innventure, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Three Months Ended
June 30, 2026
Three Months Ended
June 30, 2025
Cash Flows Used in Operating Activities
Net loss$(62,697)$(394,949)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation10,309 15,247 
Interest income on debt securities - related party(180)(195)
Change in fair value of financial liabilities2,125 (23,605)
Non-cash interest expense on notes payable1,119 2,560 
Net gain on investments(107)— 
Accrued unpaid interest on note payable238 — 
Equity method investment loss (income)3,006 8,680 
Realized gain on conversion of available for sale investments— (1,507)
Loss on extinguishment of debt977 3,462 
Loss on extinguishment of related party debt— 3,538 
Deferred income taxes(4,585)(3,897)
Loss on Disposal of PPE223 — 
Depreciation and amortization11,331 11,182 
Goodwill impairment— 346,557 
Other costs, net1,100 165 
Changes in operating assets and liabilities:
Accounts receivable(1,025)(618)
Prepaid expenses and other current assets(4,779)(3,312)
Inventory(1,385)(1,442)
Accounts payable(619)315 
Accrued employee benefits(6,365)1,330 
Accrued expenses(6,722)42 
Stock-based compensation liability(26)(686)
Income taxes payable(5)292 
Other current liabilities(286)(78)
Contract liabilities(413)690 
Patent installment payable(700)(525)
Net Cash Used in Operating Activities (59,466)(36,754)
Cash Flows (Used in) Provided by Investing Activities
Investment in available-for-sale debt securities - equity method investee— (2,708)
Acquisition of property, plant and equipment(1,074)(932)
Net Cash (Used in) Provided by Investing Activities (1,074)(3,640)


Innventure, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Three Months Ended
June 30, 2026
Three Months Ended
June 30, 2025
Cash Flows Provided by Financing Activities
Proceeds from issuance of equity, net of issuance costs50,229 3,675 
Proceeds from the issuance of equity to non-controlling interest, net of issuance costs— 5,367 
Proceeds from the issuance of convertible promissory note— 3,999 
Proceeds from the issuance of term convertible notes— 2,451 
Proceeds from issuance of debt securities, net of issuance costs— 27,000 
Payment of debts(8,595)(1,176)
Distributions to Stockholders— (76)
Cash Flows Provided by Financing Activities 41,634 41,240 
Net Decrease in Cash, Cash Equivalents and Restricted Cash(18,906)— 846 
Cash, Cash Equivalents and Restricted Cash Beginning of period65,449 11,119 
Cash, Cash Equivalents and Restricted Cash End of period
$46,543 $11,965 


Three Months Ended March 31, 2026Three Months Ended March 31, 2025
Supplemental Cash Flow Information
Cash paid for interest$1,097 $1,825 
Supplemental Disclosure of Noncash Financing Information
Conversion of working capital loans to equity method investee into investments in debt securities - related party— 4,375 
Unrealized gain on investments in debt Securities - related party through OCI623 — 
Extinguishment of debt with Series C Preferred Stock— 14,000 
Contribution of Series C Preferred Stock to equity method investee— 5,783 
Conversion of AFX available-for-sale term loan into equity method investments— 8,757 
Issuance of common stock as repayment of convertible debt1,090 2,533 
Issuance of vested RSUs1,276 — 
Issuance of stock in exchange for services11 4,095 
Equity reallocation between non-controlling interest and additional paid-in capital— 25,268 


Innventure, Inc. and Subsidiaries
Non-GAAP Financial Measures
(in thousands)
Three Months Ended
June 30, 2026
Three Months Ended
June 30, 2025
Six Months Ended
June 30, 2026
Six Months Ended
June 30, 2025
Net loss$(34,914)$(141,275)$(62,697)(394,949)
Interest expense, net(1)
531 2,647 1,520 4,185 
Depreciation and amortization expense5,660 5,634 11,331 11,182 
Income tax expense (benefit)(1,518)(2,220)(4,557)(3,619)
EBITDA(30,241) (135,214)(54,403) (383,201)
Change in fair value of financial liabilities(2)
2,188 (7,176)2,125 (23,605)
Stock-based compensation(3)
5,477 9,406 10,309 15,247 
Goodwill impairment(4)
— 113,344 — 346,557 
Loss on extinguishment of debt(5)
— 3,462 977 3,462 
Loss on extinguishment of related party debt(6)
— — — 3,538 
Adjusted EBITDA(22,576)(16,178)(40,992)(38,002)
(1) Interest Expense, net, includes interest incurred on our various borrowing facilities and the amortization of debt issuance costs.
(2) Change in fair value of financial liabilities – For the three and six months ended June 30, 2026, and 2025, the change in fair value of financial liabilities primarily consists of the change in fair value of the warrant liability, the earnout liability and the embedded derivatives in various instruments.
(3) Stock based compensation – For the three and six months ended June 30, 2026, and 2025, stock based compensation primarily consisted of awards in the 2024 Equity and Incentive Plan. These awards consisted of Stock Options, Restricted Stock Units, and Stock Appreciation Rights. Further, a portion of this expense was related to share-based payment employee incentive plans in existence at subsidiaries.
(4) Goodwill impairment - For the three and six months ended June 30, 2025, the Company recognized goodwill impairment due to sustained decreases in the Company’s publicly quoted share price and market capitalization, which were, at least in part, sensitive to the general downward volatility experienced in the stock market in the comparable period in the prior year. There was no goodwill impairment for the three and six months ended June 30, 2026.
(5) Loss on extinguishment of debt - For the six months ended June 30, 2026, the Company repaid the Convertible Debentures, which resulted in an aggregate of $1.0 million loss on extinguishment of debt. There was no loss on extinguishment of debt for the three months ended June 30, 2026. For the three and six months ended June 30, 2025, the Company recognized a loss on extinguishment of debt of $3.5 million in connection with the modification of the WTI Facility.
(6) Loss on extinguishment of related party debt - For the six months ended June 30, 2025, the Company extinguished certain related party debts by issuing Series C Preferred Stock. There was no loss on extinguishment of related party debt for the three months ended June 30, 2026.

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