Innventure (NASDAQ: INV) completes public sale of 11.4M common shares

Rhea-AI Filing Summary

Innventure, Inc. completed an SEC-registered public offering of 11,428,572 shares of common stock, entering into a Securities Purchase Agreement with institutional purchasers. The company used a Form S-3 registration statement that was declared effective on January 9, 2026 and supplemented by a January 12, 2026 prospectus. Titan Partners Group LLC acted as sole placement agent on a reasonable best-efforts basis, earning a 7.0% cash fee on aggregate proceeds plus up to $100,000 in reimbursed expenses. Innventure agreed to 30-day restrictions on issuing additional common stock or equivalents after closing, and its executive officers and directors signed 30-day lock-up agreements limiting their sales. The offering closed on January 14, 2026, supported by customary legal opinions and related exhibits.

Insights

Capital markets and corporate finance analyst

Innventure raised equity capital via a best-efforts public share offering with short lock-ups.

The company executed a registered public offering of 11,428,572 common shares under an effective Form S-3 shelf, using Titan Partners Group LLC as sole placement agent on a reasonable best-efforts basis. This structure allows Innventure to access public equity investors without a firm underwriting commitment, which can be suitable for smaller or emerging issuers.

Economically, Innventure will pay the placement agent a 7.0% cash fee on the aggregate proceeds from the share sale and reimburse documented out-of-pocket expenses up to $100,000, modestly reducing the net cash it retains. The filing also notes standard representations, warranties and indemnities among the company, purchasers and the placement agent, which are typical for this type of transaction.

To limit near-term supply of stock, the company agreed to 30-day restrictions on issuing additional common stock or equivalents after closing, and executive officers and directors entered 30-day lock-up agreements. These are relatively short lock-up periods, so any longer-term effects on the trading float and ownership structure will depend on future issuance decisions and insider activity disclosed in subsequent filings.

false000200155700020015572026-01-122026-01-12

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	001-42303	93-4440048
(State or other jurisdiction of incorporation)	(Commission File Number)	(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 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

In connection with an SEC-registered public offering (the “Offering”) of 11,428,572 shares (the “Shares”) of the common stock, $0.0001 par value per share (the “Common Stock”), of Innventure, Inc. (the “Company”), on January 12, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers party thereto (the “Purchasers”).

The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. Pursuant to the Purchase Agreement, and subject to certain exceptions, the Company has agreed to certain restrictions on the issuance and sale of the Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) during the 30-day period following the closing of the Offering. In addition, the Company’s executive officers and directors entered into lock-up agreements in substantially the form included as an exhibit to the Purchase Agreement, providing for a 30-day “lock-up” period with respect to sales of Common Stock and Common Stock Equivalents, subject to certain exceptions.

The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-292427) (the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on December 23, 2025 and declared effective by the SEC on January 9, 2026, as supplemented by a prospectus supplement, dated January 12, 2026, filed with the SEC on January 14, 2026.

Placement Agency Agreement

On January 12, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Placement Agent”), as the sole placement agent in connection with the Offering. The Offering was conducted on a reasonable "best efforts" basis and closed on January 14, 2026.

The Company agreed to pay the Placement Agent a fee in cash equal to 7.0% of the aggregate proceeds from the sale of the Shares to the Purchasers. The Company also agreed to reimburse the Placement Agent for all reasonable and documented out-of-pocket expenses, including the accountable fees of counsel, not to exceed $100,000. The Placement Agency Agreement contains customary representations, warranties, indemnification and other provisions customary for transactions of this nature. Pursuant to the Purchase Agreement and subject to certain exceptions, the Company has agreed to certain restrictions on the issuance and sale of the Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) during the 30-day period following the closing of the Offering.

The foregoing descriptions of the Placement Agency Agreement and the Purchase Agreement are qualified in their entirety by reference to the full text of the Placement Agency Agreement and the Purchase Agreement, copies of which are filed as Exhibits 1.01 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

A copy of the opinion of Jones Day relating to the validity of the Shares is attached as Exhibit 5.1 hereto.

Item 7.01 Regulation FD Disclosure.

On January 12, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

On January 14, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
1.1	Placement Agency Agreement, dated as of January 12, 2026, by and between Innventure, Inc. and Titan Partners Group LLC
5.1	Opinion of Jones Day
10.1	Form of Securities Purchase Agreement, dated as of January 12, 2026, by and among Innventure, Inc. and the purchasers party thereto
23.1	Consent of Jones Day (included in Exhibit 5.1)
99.1	Press Release, dated January 12, 2026
99.2	Press Release, dated January 14, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

-3-

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 14, 2026
	INNVENTURE, INC.
	By:	/s/ David Yablunosky
	Name:	David Yablunosky
	Title:	Chief Financial Officer

FAQ

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

Innventure, Inc. reported that it completed an SEC-registered public offering of 11,428,572 shares of its common stock under an effective Form S-3 shelf registration, using a Securities Purchase Agreement with institutional purchasers.

How many Innventure (INV) shares were sold in the public offering?

The offering covered 11,428,572 shares of Innventure common stock, as disclosed in connection with the SEC-registered public offering described in the filing.

Who acted as placement agent for Innventures offering and how are they compensated?

Titan Partners Group LLC, a division of American Capital Partners, LLC, served as sole placement agent and will receive a 7.0% cash fee on the aggregate proceeds plus reimbursement of reasonable documented expenses up to $100,000.

What lock-up and issuance restrictions apply after Innventures offering?

Innventure agreed to 30-day restrictions on issuing or selling additional common stock or common stock equivalents after closing, and its executive officers and directors entered into 30-day lock-up agreements limiting their sales, subject to certain exceptions.

Under which SEC registration did Innventure (INV) conduct this offering?

The offering was conducted under Innventures effective Form S-3 registration statement No. 333-292427, declared effective on January 9, 2026 and supplemented by a January 12, 2026 prospectus supplement.

When did Innventures public offering close?

The filing states that the offering, conducted on a reasonable best-efforts basis, closed on January 14, 2026, following pricing and execution of the Securities Purchase Agreement and Placement Agency Agreement.