STOCK TITAN

Innventure, Inc. 8-K Filings

INV NASDAQ

Every 8-K that Innventure, Inc. (INV) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow INV and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full INV filings page.

Rhea-AI Summary

Innventure, Inc. (INV) reports broad governance, management and strategic changes. The Board accelerated the CEO transition: Gregory W. Haskell will retire as CEO and Class I director effective September 1, 2026, and Dr. William Grieco will become CEO and a Class I director on that date under an amended employment letter and consulting arrangement. Chief Strategy Officer Dr. John Scott has departed, and the company has begun a search to replace Chief Financial Officer and Principal Accounting Officer David Yablunosky, who will serve until a successor is appointed.

Board leadership is being reshaped to increase independence: Bruce Brown has moved from Lead Independent Director to independent Chairman, succeeding Executive Chairman Michael Otworth, who remains on the Board as an employee director; the Lead Independent Director role has been eliminated. Independent director Catriona Fallon has been named Audit Committee Chair, and, in support of greater independence, management director Suzanne Niemeyer resigned from the Board, with the Board size reduced from nine to eight. A shareholder letter outlines corporate actions including exploring strategic alternatives for the AeroFlexx business, transitioning Refinity off the Innventure balance sheet after the third quarter of 2026, aggressive parent-level headcount and operating cost reductions that are expected to reduce quarterly cash expenses (excluding debt service) from $7 to $4, elimination of parent-level spending on new company formation and R&D, exploration of parent-company funding alternatives, and forfeiture of certain earnout shares by senior management and directors. The company also discloses a putative securities class action lawsuit covering investors who acquired its securities between November 17, 2025 and August 13, 2026 and states that it intends to defend the action vigorously.

Rhea-AI Summary

Innventure, Inc. (INV) reported that its Board of Directors issued a shareholder letter outlining multiple corporate actions following second quarter 2026 results. The Board is pursuing strategic monetization alternatives and interim outside funding for AeroFlexx and will transition Refinity to independent funding after the end of the third quarter of 2026.

Innventure is cutting parent-level headcount and operating costs so that quarterly cash expenses excluding debt service decline from $7 to $4, halting new company formation spending and eliminating parent-level R&D. The Board is also exploring debt and equity financing and monetization of assets to address capital needs while aiming to limit dilution.

Senior management and directors have agreed to forfeit earnout shares previously issued upon an Accelsius purchase order from DarkNX. The Board states a belief that Accelsius can become a leader in two-phase direct-to-chip liquid cooling, citing market estimates of growth from approximately $500 million in 2027 to $3.8 billion in 2029.

Rhea-AI 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.

Rhea-AI Summary

Innventure, Inc. is announcing a planned leadership transition in which current Chief Executive Officer and director Gregory W. (Bill) Haskell will retire effective October 1, 2026, and Dr. William (Bill) Grieco will become CEO and join the board as a Class I director on that date.

Haskell’s retirement is stated not to result from any disagreement with the company, and he will serve as an advisor under a consulting agreement through July 15, 2027, with COBRA premium reimbursement and continued vesting of his outstanding equity awards. Dr. Grieco currently leads Refinity, previously served as Innventure’s Chief Technology Officer, and has a long technology and industrial leadership background.

Under an employment letter, Dr. Grieco will receive a $550,000 annual base salary, a target annual bonus equal to 100% of salary (prorated for 2026), a $1,000,000 restricted stock unit grant vesting over three years, and eligibility for future long‑term equity awards. The company also furnished a press release describing the transition.

Rhea-AI Summary

Innventure, Inc. filed an amended current report to correct a director name in its previously reported 2026 annual meeting voting results. The filing clarifies that James O. Donnally, not John Hewitt, was the nominee in Proposal 1, with vote totals unchanged.

The company had 82,094,894 common shares, 35,792 Series B preferred shares, and 159,270 Series C preferred shares entitled to vote as of April 20, 2026, and a quorum of 53,906,796 aggregate votes was present. Stockholders elected three Class II directors and ratified the appointment of Withum Smith+Brown, P.C. as independent auditor for 2026.

Rhea-AI Summary

Innventure, Inc. reported the results of its 2026 Annual Meeting of Stockholders. As of the April 20, 2026 record date, there were 82,094,894 shares of Common Stock, 35,792 shares of Series B Preferred Stock, and 159,270 shares of Series C Preferred Stock entitled to vote.

Stockholders representing 53,906,796 votes were present in person or by proxy, establishing a quorum. Three Class II director nominees—Bruce Brown, John Hewitt, and Catriona Fallon—were elected for three-year terms, and stockholders ratified Withum Smith+Brown, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Rhea-AI 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.

Rhea-AI Summary

Innventure, Inc. reported first quarter 2026 results showing sharply higher revenue but continued losses as it invests in growth. Revenue rose to $1.4 million for the three months ended March 31, 2026, up from $0.2 million a year earlier, reflecting increased commercial activity across its operating companies.

Net loss narrowed to $27.8 million from $253.7 million, largely because the prior year included a substantial goodwill impairment, while 2026 had none. Operating expenses declined significantly, with general and administrative costs down 35% year over year, underscoring the company’s focus on cost discipline.

Adjusted EBITDA improved to a loss of $18.4 million from a loss of $21.8 million, indicating better underlying operating performance even as the business remains in an investment phase. Innventure ended the quarter with $60.4 million in cash, cash equivalents and restricted cash, helped by $37.2 million of equity issuance during the period.

Rhea-AI Summary

Innventure, Inc. reported that director Daniel Hennessy resigned from its Board and Audit Committee effective April 29, 2026, which left the Audit Committee with only two members and caused noncompliance with Nasdaq Listing Rule 5605(c)(2)(A) on audit committee composition.

The company notified Nasdaq and has an automatic cure period through October 26, 2026, and expects to regain compliance by appointing an additional qualifying director to the Audit Committee. On April 29, 2026, the Board appointed John Hewitt as an independent director to fill Hennessy’s vacancy and later announced the nomination of Catriona Fallon as an independent director candidate for election at the June 17, 2026 annual meeting.

Rhea-AI Summary

Innventure, Inc. filed an 8-K describing an investor conference call featuring CEOs of its operating subsidiaries and an accompanying presentation. The Board adopted stock ownership guidelines requiring non-employee directors to hold at least three times their annual cash retainer in Innventure stock, the CEO at least five times base salary, and other executive and specified senior officers at least three times base salary. Covered leaders are expected to meet these levels within five years and must retain 100% (directors) or 50% (executives and senior officers) of net profit shares from equity awards until compliant. The investor materials highlight AeroFlexx’s growth, including four anchor customers within a $400B total addressable market and a near-term sales pipeline just under $30M, along with large market opportunities for Accelsius in data-center liquid cooling and for Refinity Olefins in plastics-to-olefins and sustainable aviation fuel.

Rhea-AI Summary

Innventure, Inc., through its subsidiary Accelsius, announced the commercial launch of the NeuCool IR150 and a new adoption program for data center cooling. The NeuCool IR150 is described as the industry’s first fully integrated rack-level, two-phase direct-to-chip liquid cooling system, combining a Coolant Distribution Unit, 42U of rack space, and built-in liquid and vapor manifolds in an 800mm-wide enclosure with up to 150kW of cooling capacity.

The company also introduced the NeuCool HyperStart program to help hyperscale operators, neocloud providers, and partners validate two-phase liquid cooling and integrate it into their data center designs for high‑density AI and high‑performance computing. Accelsius highlights benefits of its two-phase, waterless approach versus traditional single-phase water cooling, citing studies that show up to 90% reductions in cooling energy use, significant water savings, and independent analysis indicating 35–44% annual operating expense savings and 8–17% five‑year total cost of ownership savings versus single-phase direct‑to‑chip systems.

Rhea-AI Summary

Innventure, Inc. filed an update describing plans to host an operating company CEO call at 5:00pm ET on April 27, 2026. The event will feature executives from Accelsius, AeroFlexx, and Refinity discussing commercial progress, operations, capital formation strategies, recent milestones, and market opportunities.

Investors and analysts can join via a live webcast using the provided link or Innventure’s investor relations website, with a replay available afterward. The filing includes the related press release as an exhibit.

Rhea-AI Summary

Innventure, Inc. reported full-year 2025 results showing very early-stage revenue but heavy losses. Revenue for the year was $2.1 million, while net loss reached $475.4 million, driven largely by a non‑cash goodwill impairment of $346.6 million.

Adjusted EBITDA was a loss of $78.8 million, reflecting ongoing operating and growth investments. Cash, cash equivalents and restricted cash increased to $65.4 million at December 31, 2025, up from $11.1 million a year earlier, helped by $139.1 million of net cash provided by financing activities.

Management highlighted a commercial inflection in early 2026 with over $50 million in bookings, operating companies raising capital independently, and a 61% decline in consolidated G&A in 4Q25 versus 4Q24, indicating significant cost discipline alongside efforts to move the platform toward self‑funding growth.

Rhea-AI Summary

Innventure, Inc. filed a Form S-3 registration statement to register the resale of its common stock by existing selling stockholders. This move consolidates three prior Form S-1 registration statements into a single S-3 filing to streamline the company’s resale registration process.

The shares covered are either already issued and outstanding or issuable upon conversion or exercise of previously issued securities for which Innventure has already received consideration or adopted under existing agreements. The company states this action does not create new equity issuances or stockholder dilution.

Innventure will not receive proceeds from stockholder resales, other than any shares it may elect to issue under its Standby Equity Purchase Agreement with YA II PN, Ltd. or from cash exercises of certain warrants, as described in the new S-3 registration statement.

Rhea-AI Summary

Innventure, Inc. is highlighting major operating and financial milestones that it believes show accelerating momentum across its portfolio companies and a stronger capital outlook. The business reports more than $50 million in Q1 2026 bookings from its operating companies, which it presents as a commercial inflection point.

Accelsius is projected to become cash flow positive by year-end 2026, supported by a sales pipeline exceeding $1 billion and planned deployments of its NeuCool® MR250 system, including a large AI data center project in Canada. AeroFlexx and Refinity are launching their own capital raises as they reach commercial and technical milestones, which, together with falling general and administrative expenses and a prior $40 million registered direct offering in January 2026, are expected to materially reduce corporate capital needs and put Innventure on a path to consolidated cash flow positivity in 2028.

The company also plans governance enhancements, with its Board adding two new independent directors and reducing management directors over time, aiming to strengthen independent oversight and align more closely with public-company governance standards.

Rhea-AI Summary

Innventure, Inc. reported that executive officers Michael Otworth and John Scott had shares of common stock withheld to cover tax obligations from vested restricted stock units settled on February 26, 2026. The number of shares withheld was based on the closing price of the stock on the settlement date and did not involve any open market sales by the executives.

The withholding was non-discretionary, approved under Rule 16b-3, and carried out according to the RSU award agreements, making it exempt from Section 16(b). After these transactions, Mr. Otworth beneficially owns 3,274,030 shares and Dr. Scott beneficially owns 1,814,998 shares, indicating continued significant ownership in the company.

Rhea-AI Summary

Innventure, Inc., through its subsidiary AeroFlexx, announced that Aveda will become the first prestige beauty brand to globally adopt AeroFlexx’s innovative refill packaging. The arrangement is described as a partnership focused on more sustainable, consumer-friendly packaging.

The AeroFlexx refill format is curbside recyclable where HDPE plastic bottles are accepted and uses up to 70% less plastic than two 250ml Aveda bottles. It features a lightweight, integrated airframe structure that supports resealable, controlled refilling while aligning with Aveda’s design-for-recyclability principles.

The new AeroFlexx refill packaging is planned to debut with select best-selling Aveda products beginning early next year. The partnership highlights Aveda’s ongoing focus on responsible, circular packaging and positions AeroFlexx’s technology within a global, prestige beauty portfolio.

Rhea-AI Summary

Innventure, Inc. updated its leadership arrangements by entering into new employment letter agreements with Executive Chairman Michael Otworth and Chief Strategy Officer John Scott on February 16, 2026 through its subsidiary Innventure LLC.

Their prior consulting agreements with Sugar Grove Ventures, LLC and Corporate Development Group LLC were terminated the same day, and both executives will continue in their current roles as at-will employees. Base salary, target annual bonus, and long-term equity incentives are described as remaining materially consistent with their prior consulting compensation, and they are now eligible to participate in Innventure LLC’s employee benefit plans, subject to plan terms.

Rhea-AI Summary

Innventure, Inc. filed a report highlighting a press release that responds to a Schedule 13D filed by Commonwealth Asset Management and reiterates its long-term value creation strategy. The company describes its “Disruptive Conglomerate Model,” founding and scaling operating companies such as PureCycle, AeroFlexx, Accelsius and Refinity.

Innventure notes key milestones, including Accelsius’ opportunity pipeline exceeding $1 billion and a $65 million financing round, as well as AeroFlexx’s six consecutive quarters of revenue recognition. Refinity has validated its plastic waste conversion technology and is targeting a first commercial demonstration in 2026. The company also reports cutting G&A expenses from $19.7 million in Q1 2025 to $16.9 million in Q3 2025, and emphasizes an actively refreshed, mostly independent board, including the recent appointment of Bruce Brown as Lead Independent Director.

Rhea-AI Summary

Innventure, Inc., through its subsidiary Refinity Holdings LLC, reported that Refinity has validated its plastic waste conversion technology at pilot scale and advanced key commercialization steps. The company produced a metric ton of product from real-world plastic waste with yields typically exceeding 60 to 70 percent and virtually no char byproducts.

Refinity outlined a roadmap that includes a mid-scale demonstration of approximately 2.5 kilotonnes per year at a partner site in 2026, followed by a 10 kilotonne commercial demonstration and ultimately a full commercial system designed for about 150 kilotonnes per year. It filed two patent applications covering its DuoZone™ reactor design and methods for converting difficult-to-recycle plastics, and secured two technology licenses from a U.S. university and a U.S. national lab to improve waste feeding and upgrade gas products into high-value chemicals.

The company continues to collaborate with Dow, which is providing technical input on product specifications, and is working with engineering firms and global fluidized bed equipment providers as it plans larger-scale validation in 2026 and construction of a 10 kilotonne per year commercial demonstration system.

Rhea-AI Summary

Innventure, Inc. filed a current report describing a live audio interview held on January 15, 2026, in which Joshua Claman, Chief Executive Officer of subsidiary Accelsius Holdings LLC, spoke via Twitter Spaces.

The company is furnishing, but not filing, the edited transcript of this interview as Exhibit 99.1 and making it available on its investor relations website. The transcript includes forward-looking statements about Innventure’s business model, financial condition, results of operations and outlook for its operating companies, including AeroFlexx, Accelsius and Refinity.

These statements are described as subject to numerous risks and uncertainties, such as execution of business plans, liquidity and funding, regulatory compliance, technology performance, competition, legal proceedings, intellectual property, cyber-security, and broader economic and geopolitical factors, and are qualified by the company’s existing SEC risk factor disclosures.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI Summary

Innventure, Inc. reported that its subsidiary Accelsius Holdings LLC closed a Series B-1 funding round on December 29, 2025. Accelsius sold 822,195 Series B-1 Units to Legrand DPC, LLC for gross proceeds of about $30 million and 274,065 Series B-1 Units to Johnson Controls, Inc. for about $10 million, bringing total gross proceeds from this closing to roughly $40 million. This follows approximately $25 million of Series B-1 funding from Johnson Controls on October 2, 2025. Accelsius plans to use the new capital, after expenses, for general company purposes. The Series B-1 Units are convertible into Accelsius Class A Common Units at an initial Issue Price and Conversion Price of $36.4877 per unit, subject to adjustments.

In connection with the investment, Accelsius amended its operating agreement to add Legrand as a member, expand the board to eight directors and grant Legrand the right to designate one director with approval rights over defined “Preferred Decisions,” including debt above $20,000,000 and creation of senior or pari passu securities. Legrand also receives customary preemptive, co-sale, right-of-first-refusal, information and registration rights that are also made available to Johnson Controls. Accelsius expects to enter reseller, private label, joint development, supply and contract manufacturing agreements with Legrand.

Rhea-AI Summary

Innventure, Inc. (INV) reported a governance update, appointing Bruce Brown as its first Lead Independent Director. The Board approved this role on November 12, 2025, after a recommendation from the Nominating and Corporate Governance Committee. Brown has served as an independent director since October 2, 2024, and chairs the Compensation Committee while also serving on the Nominating and Governance Committee.

As Lead Independent Director, Brown will help set Board agendas with the Chairman and CEO, oversee the quality and timing of information sent to directors, preside over meetings when the Chairman is absent, act as liaison between independent directors and the Chairman, engage with major stockholders as appropriate, and serve as interim chairman in the event of an unforeseen vacancy. His initial term is two years or until a successor is selected.

The Board also amended the Non-Management Director Compensation Plan to add an annual retainer of $30,000 for this role, earned at $7,500 per quarter. The Lead Independent Director may elect to receive all or part of this retainer in fully vested common stock instead of cash, while compensation for other non-management directors remains unchanged.

Rhea-AI Summary

Innventure, Inc. filed an 8-K stating it issued a press release announcing financial results for the third quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and is incorporated by reference.

The filing is administrative in nature and does not include detailed financial figures. Innventure’s common stock trades on Nasdaq under the symbol INV.

Rhea-AI Summary

Innventure, Inc. subsidiary Accelsius issued 685,163 Series B-1 Units to Johnson Controls, Inc., generating approximately $25,000,000 in gross proceeds before fees. The Series B-1 Units carry an Issue Price of $36.4877 per unit and are convertible into Accelsius Class A Common Units at a Conversion Price that initially equals $36.4877, subject to customary adjustments.

As part of the transaction, certain outstanding convertible notes and indebtedness automatically converted into equity in accordance with their terms. The amended operating agreement gives JCI enhanced rights including a management designation so long as it holds at least 50% of its purchased Series B-1 Units, preemptive participation in new issuances, rights of first refusal and co-sale, inspection and financial reporting rights, transfer restrictions on registrable securities, and customary registration rights for holders of a majority of registrable securities.

Rhea-AI Summary

Innventure, Inc. entered into a new financing deal with YA II PN, Ltd. (Yorkville) for up to $15,000,000 in convertible debentures that can be turned into common stock. At the first closing, Yorkville bought $10,000,000 in principal amount, providing Innventure with about $7,000,000 of gross proceeds after a 10% original issue discount and the $2,000,000 September payment. A second $5,000,000 debenture is expected after a resale registration statement becomes effective, bringing total gross proceeds to about $11,500,000. The debentures mature on September 15, 2026, bear 5.0% annual interest (rising to 18.0% on default), and are convertible at the lower of a fixed $7.00 price or 95% of the lowest five‑day VWAP, but not below a $1.16 floor, subject to ownership and Nasdaq exchange caps. Innventure also amended $30,000,000 of existing Yorkville convertible debentures to align conversion terms, remove most scheduled cash amortization after the September payment, and add similar share caps under Nasdaq rules.

Rhea-AI Summary

Innventure, Inc. disclosed that its prior auditor BDO served since October 2, 2024 (and for predecessor Innventure LLC since June 3, 2022) and issued audit reports for fiscal years ended December 31, 2024 and 2023 that were unqualified except for an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern. BDO reported material weaknesses in internal control over financial reporting tied to insufficient accounting staffing, inadequate IT general controls, weak review and segregation of duties, issues over inventory costing and existence, review of accounting treatment, and a change in accounting treatment related to a previously reported business combination. The Audit Committee discussed these weaknesses with BDO and authorized BDO to respond to inquiries from the successor auditor. BDO provided a letter dated August 20, 2025 filed as Exhibit 16.1. The Audit Committee approved and engaged WithumSmith+Brown, PC as the new independent registered public accounting firm effective August 18, 2025. The company reported no disagreements with BDO on accounting principles or auditing scope and reported no reportable events other than the material weaknesses noted.