[8-K] Innventure, Inc. Reports Material Event

Rhea-AI Filing Summary

Innventure, Inc. (Nasdaq: INV) filed an 8-K outlining fresh financing, incentive-compensation amendments and annual-meeting results.

Financing. Controlled subsidiary Accelsius Holdings LLC issued $13.0 million in unsecured convertible notes—$12.0 million in “Term Convertible Notes” to related-party investors and a $1.0 million “Bridge Convertible Note” to CEO Joshua Claman, with an option for another $2.0 million. Term Notes: convertible at investor option into Series A Units after 2 Jan 2026 at $12.175/unit, interest at the applicable federal rate, maturity 31 Dec 2026, and proceeds earmarked to repay the Innventure Convertible Line of Credit. Bridge Note: 15% interest, maturity 31 Dec 2025, convertible into Accelsius equity (discounted if conditions met). Repayment may reduce Innventure’s indirect stake in Accelsius if conversions occur; WTI and Yorkville secured subordination rights.

Compensation. Stock-appreciation-right (SAR) grants to Executive Chairman Mike Otworth and Chief Strategy Officer Dr. John Scott were amended to require settlement solely in INV shares and cap issuance at 1,875,000 shares per officer.

Annual Meeting. On 25 Jun 2025, holders representing 35.999 million votes formed a quorum and: 1) elected Gregory Haskell, Daniel Hennessy and Michael Amalfitano as Class I directors; 2) ratified BDO USA as auditor (35.64 million for, 0.22 million against); 3) approved a Yorkville standby equity purchase agreement exceeding the 20% Nasdaq issuance threshold (32.93 million for); and 4) approved up to $30 million in Yorkville-linked convertible debentures (33.23 million for).

Investor takeaways: The note issuances refinance existing debt and provide liquidity but introduce potential dilution at both the subsidiary (via conversion) and parent levels (via Yorkville facilities). The 15% Bridge Note rate underscores higher capital costs, while the SAR cap limits future share outflow tied to executive compensation.

Positive

• $13 million in new funding improves subsidiary liquidity and repays legacy debt.
• Shareholder approval for up to $30 million Yorkville financing expands capital-raising flexibility.
• SAR amendment imposes a hard share cap, limiting potential executive-compensation dilution.

Negative

• Conversion of Term Notes could reduce Innventure’s indirect ownership in Accelsius.
• Bridge Note carries a high 15% interest rate, indicating costly capital.
• Nasdaq-rule approvals enable material future share issuance, posing dilution risk for existing INV holders.
• Use of related-party investors in financing may raise governance concerns.

Insights

Financial Analyst

TL;DR: Funding boosts liquidity but raises dilution and cost-of-capital concerns; overall neutral.

The $13 million raised stabilises Accelsius and repays the convertible LOC, reducing short-term leverage and eliminating refinancing risk through 2026. Yet conversion at $12.175 could lower Innventure’s indirect stake, and the Bridge Note’s 15% coupon signals expensive capital. Shareholder approval for sizeable Yorkville facilities adds flexibility but could expand INV’s float well beyond the 20% Nasdaq threshold, pressuring EPS. Because financing largely shuffles balance-sheet exposure without changing operating outlook, I view the event as strategically useful but valuation-dilutive, net-neutral for equity holders.

Corporate Governance Expert

TL;DR: Governance moves pass muster but related-party optics and dilution caps warrant monitoring.

Board election and auditor ratification occurred via routine majorities, maintaining governance stability. However, related-party participation in the Term Notes and Bridge Note demands strict conflict-of-interest oversight; disclosure appears adequate, yet future conversions could influence control dynamics. The SAR amendment’s 1.875 million-share cap protects shareholders from open-ended equity outflows, a prudent refinement. Overall impact neutral, albeit with heightened governance surveillance needed around Yorkville financing covenants and affiliate debt.

0002001557False00020015572025-06-252025-06-25

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

Date of Report (Date of earliest event reported): June 25, 2025

Innventure, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)			001-42303 (Commission File Number)			93-4440048 (I.R.S. Employer Identification No)
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)

N/A

(Former name or former address, if changed since last report.)

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 1.01 Entry into a Material Definitive Agreement.

From June 27, 2025 through July 1, 2025, Accelsius Holdings LLC (“Accelsius”), a controlled subsidiary of Innventure, Inc., a Delaware corporation (the “Company”), issued convertible unsecured promissory notes in an aggregate principal amount of $13,000,000 with an option to issue additional convertible unsecured promissory notes in an aggregate principal amount of $2,000,000, subject to certain conditions.

Accelsius issued convertible unsecured promissory notes (collectively, the “Term Convertible Notes”) in an aggregate principal amount of $12,000,000 to certain investors, including WE-Inn LLC and Ascent Accelsius, A Series of Ascent X Innventure, LP, each of which is considered to be a Related Party (as defined in the Company’s Related Party Transactions Policy) (collectively, the “Investors”). The Term Convertible Notes will be convertible, at the discretion of the Investors, into Series A Units of Accelsius on or after January 2, 2026 and at a price per unit equal to $12.175, bear interest at the applicable federal rate and mature on December 31, 2026. Accelsius will apply the proceeds from the issuance of the Term Convertible Notes to repay (the “Repayment”) borrowings under that certain Loan and Security Agreement between Innventure LLC and Accelsius, dated as of March 30, 2023 (as amended to date, the “Innventure Convertible Line of Credit”). As a result of the Repayment, the Company’s indirect beneficial holdings, through Innventure LLC, of Accelsius may be reduced in the event that the Term Convertible Notes are converted into Series A Units of Accelsius.

Accelsius also sold a convertible unsecured promissory note (the “Bridge Convertible Note”) in an aggregate principal amount of $1,000,000 to Joshua Claman, Chief Executive Officer of Accelsius. An additional $2,000,000 in aggregate principal amount of Bridge Convertible Notes is issuable in $1,000,000 increments, upon the request of Accelsius and subject to Mr. Claman’s sole discretion. The Bridge Convertible Notes are convertible into equity of Accelsius (including preferred equity at a discount if certain conditions are met), bear interest at a rate of 15% per annum, and mature on December 31, 2025.

Additionally, the Company, Innventure LLC, and Accelsius entered into a letter agreement (the “Letter Agreement”) with Mr. Claman pursuant to which Innventure LLC will not seek repayment of any portion of that Innventure Convertible Line of Credit other than the repayment of up to $12,000,000 that is anticipated to be made immediately following the issuance by Accelsius of the Term Convertible Notes, while any Bridge Convertible Notes remain outstanding.

The Bridge Convertible Notes and the Term Convertible Notes contain customary representations, warranties, and other agreements by Accelsius and, in the case of the Term Convertible Notes, the Investors. Each of WTI Fund X, Inc. and WTI Fund XI, Inc. (the “WTI Lenders”) and YA II PN, Ltd (“Yorkville”) have been granted certain rights under the Bridge Convertible Notes and the Term Convertible Notes, including with respect to restrictions on payment of the Bridge Convertible Notes and the Term Convertible Notes prior to the repayment of certain of the WTI Lenders’ and Yorkville’s existing indebtedness.

The foregoing summary of the Term Convertible Notes, the Letter Agreement and the Bridge Convertible Notes are qualified in their entirety by reference to the text of the Term Convertible Notes, the Letter Agreement and the Bridge Convertible Notes, forms of which are included as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, in December 2024, the Compensation Committee of the Board of Directors of Innventure, Inc. (the “Company”) approved a grant of 150,000 appreciation rights (“SARs”) to each of Mike Otworth (the Company’s Executive Chairman) and Dr. John Scott (the Company’s Chief Strategy Officer). The SARs represent the right of the officer to receive a number of shares of the common stock of the Company (“Common Stock”) with a value equal to the appreciation in the value of a Class A Common Unit of Accelsius Holdings LLC over a base price of $12.175 (the “Spread”). In general, the SARs will be automatically exercised

upon the earliest to occur of: (a) the 24-month anniversary of the grant date, (b) the officer’s death, or (c) the officer’s “disability” (as defined in the applicable award agreement).

On June 25, 2025, each of Mr. Otworth and Dr. Scott entered into an amendment to his SAR award (each, a “SAR Amendment”) to (1) clarify that any payment by the Company to the applicable officer with respect to the SARs will be made in the form of shares of Common Stock and (2) to provide that the maximum number of shares of Common Stock that may be issued pursuant to each officer’s SAR award is 1,875,000 (the “Share Cap”). Under the SAR Amendment, the Company will not be required to pay either officer any amount in excess of the Share Cap (in the form of either equity or cash), even if the value of the number of shares of Common Stock issued in settlement of the SARs is less than the aggregate Spread as a result of the Share Cap.

The foregoing summary of the SAR Amendment is qualified in its entirety by reference to the text of the SAR Amendment, a form of which is included as Exhibit 10.4 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 25, 2025, the Company held its Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the close of business on April 28, 2025, the record date for the 2025 Annual Meeting, there were (i) 53,487,294 shares of Common Stock issued and outstanding, each share entitled to one vote, (ii) 239,159 shares of Series B Preferred Stock, par value of $0.0001 per share (the “Series B Preferred Stock”), issued and outstanding, each share of Series B Preferred Stock entitled to 0.97 votes, and (iii) 575,000 shares of Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), issued and outstanding, each share of Series C Preferred Stock entitled to 1.3 votes, constituting all outstanding voting securities of the Company entitled to vote at the 2025 Annual Meeting.

At the 2025 Annual Meeting, the holders of shares of the Company’s Common Stock, Series B Preferred Stock, and Series C Preferred Stock, representing 35,999,645 votes in aggregate, were present in person or by proxy, constituting a quorum. A description of each matter voted upon at the 2025 Annual Meeting is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the U.S. Securities and Exchange Commission on May 9, 2025. The final votes on the proposals presented at the 2025 Annual Meeting are set forth below.

Proposal 1: To elect three nominees to serve as Class I directors for a three-year term expiring at the 2028 annual meeting of stockholders. Each of the nominees listed below has been elected to serve as a Class I director on the Company’s board of directors for a three-year term expiring at the 2028 annual meeting of stockholders or until their respective successors are elected and qualify. The voting results were as follows:

Director Nominee						Votes For						Votes Withheld						Broker Non-Votes
Gregory W. Haskell						31,153,355						3,222,706						1,623,584
Daniel J. Hennessy						31,147,269						3,228,792						1,623,584
Michael Amalfitano						31,838,348						2,537,713						1,623,584

Proposal 2: To ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The ratification was approved by vote of stockholders as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
35,636,797						223,622						139,226						--

Proposal 3: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 20% or more of the Company’s issued and outstanding Common Stock as of October 2, 2024, pursuant to the Standby

Equity Purchase Agreement with YA II PN, Ltd. (“Yorkville”). Proposal 3 was approved by vote of stockholders as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
32,930,848						1,236,199						209,014						1,623,584

Proposal 4: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 20% or more of the Company’s issued and outstanding Common Stock as of March 25, 2025, pursuant to the convertible debentures, convertible into shares of Common Stock subject to certain conditions and limitations, in the aggregate principal amount of up to $30.0 million, with Yorkville. Proposal 4 was approved by vote of stockholders as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
33,231,820						1,144,220						21						1,623,584

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description of Exhibit
10.1						Form of Term Convertible Note
10.2						The Letter Agreement
10.3						Form of Bridge Convertible Note
10.4						Form of Amendment to Stock Appreciation Right Award Agreement
104						Cover Page Interactive Data File (formatted as 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: July 1, 2025			By:			/s/ David Yablunosky
			Name:			David Yablunosky
			Title:			Chief Financial Officer

FAQ

How much capital did Innventure’s subsidiary Accelsius raise in the June–July 2025 note issuances?

$13.0 million was issued immediately, with an option for an additional $2.0 million in Bridge Notes.

At what price and when can the Term Convertible Notes be converted?

Investors may convert on or after January 2 2026 at $12.175 per Series A Unit of Accelsius.

What are the key terms of the Bridge Convertible Note sold to CEO Joshua Claman?

Principal $1.0 million (plus optional $2.0 million), 15% interest, maturity December 31 2025, convertible into Accelsius equity, potentially at a discount.

Did shareholders approve the Yorkville equity and debenture financings?

Yes. Proposal 3 (standby equity) passed with 32.93 million votes for; Proposal 4 (up to $30 million debentures) passed with 33.23 million votes for.

How many votes were represented at Innventure’s 2025 Annual Meeting?

A quorum of 35,999,645 votes was present in person or by proxy.

What change was made to executive Stock Appreciation Rights on June 25, 2025?

Settlement must be in INV shares, and each award is capped at 1,875,000 shares, limiting dilution exposure.