Innventure (NASDAQ: INV) unit gets $40M funding, debentures drop sharply

Rhea-AI Filing Summary

Innventure, Inc. reported that its subsidiary, Accelsius Holdings LLC, issued and sold Series B-1 Units to Legrand DPC, LLC and Johnson Controls, Inc. for $40 million, implying an Accelsius valuation of approximately $665 million, based on methodologies that rely on estimates and assumptions. The company also noted that the aggregate balance outstanding under its convertible debentures held by YA II PN, Ltd. was about $6 million as of January 12, 2026, down from approximately $32.1 million as of September 30, 2025, a reduction of roughly $26.1 million.

Positive

• Substantial new capital at subsidiary level: Accelsius Holdings LLC issued and sold Series B-1 Units to Legrand DPC, LLC and Johnson Controls, Inc. for $40 million, based on an approximate $665 million valuation for Accelsius.
• Large reduction in convertible debentures: Outstanding balance under convertible debentures held by YA II PN, Ltd. decreased to about $6 million as of January 12, 2026, down from roughly $32.1 million as of September 30, 2025, a drop of around $26.1 million.

Negative

• None.

Insights

Equity & Credit Structure Analyst

Subsidiary raises $40M as Innventure slashes convertible debt balance.

Innventure highlights two important capital structure developments. Its subsidiary Accelsius Holdings LLC sold Series B-1 Units to Legrand DPC, LLC and Johnson Controls, Inc. for $40 million, based on an Accelsius valuation of about $665 million. This transaction brings in new capital at the subsidiary level and signals that strategic partners were willing to invest at that valuation, though the company notes that valuation methodologies rely on estimates and assumptions.

Separately, the aggregate amount outstanding under Innventure’s convertible debentures with YA II PN, Ltd. fell to about $6 million as of January 12, 2026, from roughly $32.1 million as of September 30, 2025, a reduction of approximately $26.1 million. This indicates a substantial decrease in this specific debt over a relatively short period, which may lessen overhang from these instruments, depending on how they were settled or converted as described in related agreements.

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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): January 12, 2026

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
(IRS Employer Identification No.)

6900 Tavistock Lakes Blvd, Suite 400

Orlando, Florida 32827

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (321) 209-6787

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(s)	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 8.01 Other Events.

Accelsius Holdings LLC Funding

As announced earlier today, Accelsius Holdings LLC (“Accelsius”), a subsidiary of Innventure, Inc. (the “Company”), issued and sold to Legrand DPC, LLC (“Legrand”) and Johnson Controls, Inc. (“JCI”) units of Accelsius’ Series B-1 Units (the “Series B-1 Units”) for $40 million, based upon a valuation of approximately $665 million. As with any valuation methodology, the methodologies used are based upon a number of estimates and assumptions that may or may not be accurate.

Balance of Convertible Debentures

As of January 12, 2026, approximately $6 million (in the aggregate) is outstanding under the convertible debentures issued to YA II PN, Ltd. (“Yorkville”) pursuant to the securities purchase agreement, dated September 15, 2025, and the securities purchase agreement, dated March 25, 2025 (the “Convertible Debentures”). This reflects a decrease in the amount outstanding under the Convertible Debentures of approximately $26.1 million from the approximately $32.1 million outstanding as of September 30, 2025.

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.

Dated: January 12, 2026

	INNVENTURE, INC.
	By:	/s/ David Yablunosky
	Name:	David Yablunosky
	Title:	Chief Financial Officer

FAQ

What funding did Innventure (INV) report for its Accelsius subsidiary?

Innventure reported that its subsidiary, Accelsius Holdings LLC, issued and sold Series B-1 Units to Legrand DPC, LLC and Johnson Controls, Inc. for $40 million.

What valuation was used for Accelsius Holdings LLC in the new funding?

The funding was based on an Accelsius valuation of approximately $665 million, using methodologies that rely on estimates and assumptions.

How much of Innventure’s convertible debentures are currently outstanding?

As of January 12, 2026, approximately $6 million in the aggregate was outstanding under Innventure’s convertible debentures held by YA II PN, Ltd.

How much did Innventure (INV) reduce its outstanding convertible debentures?

The outstanding balance under the convertible debentures declined by about $26.1 million, from roughly $32.1 million as of September 30, 2025 to about $6 million as of January 12, 2026.

Who are the investors in Accelsius’ Series B-1 Units?

The investors in Accelsius’ Series B-1 Units are Legrand DPC, LLC and Johnson Controls, Inc..

What agreement governs the Innventure convertible debentures mentioned in the filing?

The convertible debentures were issued to YA II PN, Ltd. under securities purchase agreements dated March 25, 2025 and September 15, 2025.