INV 10-K & 10-Q changes, risk factors and insider trading
Innventure, Inc. (also INVLW) · Nasdaq · Blank Checks · CIK 2001557 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our growth strategy depends on our ability to scale our Innventure Companies effectively, and we may be unable to do so successfully.”
New heading “It is not possible to predict the actual number of shares Innventure will sell under the SEPA to Yorkville, or the actual gross proceeds resulting from those sales.”
New heading “Failure of our Innventure Companies to achieve and maintain a high level of product and service quality and on-time delivery could damage their reputations with customers and negatively impact our results.”
New heading “Accelsius may need to rely on third-party manufacturers to fulfill significant customer orders that it may book in the future, which could adversely affect its margins, quality control, and ability to meet delivery timelines.”
New heading “Accelsius’ results of operations may be adversely affected by long and unpredictable deployment cycles in the data center market, which could delay or reduce the conversion of bookings into revenue.”
New heading “Accelsius may not realize all of the sales expected from its backlog of orders and contracts.”
New heading “Accelsius’ purchase orders to date have been received from a limited number of customers, and this customer concentration could materially adversely affect our business.”
New heading “If Accelsius is unable to develop and commercialize next-generation cooling solutions capable of addressing increasing chip power densities and thermal loads, our business and competitive position could be materially adversely affected.”
New heading “Refinity faces risks in designing, constructing and operating its first commercial-scale manufacturing facility, and it may be unable to successfully or timely complete and bring the facility online.”
New heading “Future offerings of debt or offerings or issuances of equity securities by Innventure may adversely affect the market price of the Common Stock or otherwise dilute all other stockholders and may result in the issuance of securities with rights that are senior to those of the holders of Common Stock.”
New heading “Additional financing transactions by the Innventure Companies could impact your rights as a stockholder of Innventure.”
New heading “Stockholder activism or unsolicited acquisition proposals could disrupt our business, divert management’s attention and impede our ability to execute our business model and achieve our long-term strategic objectives.”
New heading “The market may not fully understand or accept our conglomerate structure and the value of our Innventure Companies, which could cause our common stock to trade at a discount to our net asset value.”
New heading “Competitors may develop or acquire competing solutions, and our intellectual property may not prevent others from designing around our technology.”
Removed heading “Innventure’s principal revenues are expected to be earned in the future through its Operating Companies, including through AeroFlexx, Accelsius and Refinity, and Innventure depends on its Operating Companies for cash.”
Removed heading “The Innventure Companies are currently early commercial stage companies that may never achieve or sustain profitability.”
Removed heading “If Innventure or the Innventure Companies are not able to satisfy the requirements imposed by technology providers or have disagreements with those technology providers, their relationships with these partners could deteriorate, which could have a material adverse effect on the business of Innventure and the Innventure Companies.”
Removed heading “It is not possible to predict the actual number of shares Innventure will sell under the SEPA or the Convertible Debentures to Yorkville, or the actual gross proceeds resulting from those sales.”
Removed heading “If securities or industry analysts do not publish research or reports about Innventure, or publish negative reports, then Innventure’s stock price and trading volume could decline.”
Removed heading “Innventure does not currently intend to pay dividends on its Common Stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of our Common Stock.”
Removed heading “Future sales of shares of our Common Stock or other equity may depress its stock price.”
Removed heading “The exclusive forum clause set forth in the Warrant Agreement may have the effect of limiting an investor’s rights to bring legal action against Innventure and could limit the investor’s ability to obtain a favorable judicial forum for disputes with us.”
Removed heading “We are an emerging growth company and smaller reporting company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies will make our Common Stock less attractive to investors.”
Removed heading “Future offerings of debt or offerings or issuances of equity securities by Innventure may adversely affect the market price of the Common Stock or otherwise dilute all other stockholders.”
Removed heading “The Company has identified material weaknesses in its internal controls over financial reporting that could, if not remediated, result in material misstatements in its financial statements and which may have an impact on Innventure’s ability to timely or accurately report its financial condition or results of operations and may adversely affect Innventure’s business and stock price.”
Removed heading “Additional financing transactions by the Operating Companies could impact your rights as a stockholder of Innventure.”
Removed heading “Expectations relating to ESG considerations expose Innventure to potential liabilities, increased costs, reputational harm and other adverse effects on Innventure’s business.”
Largest changes
“If Innventure is unable to successfully remediate the material weaknesses, or if in the future, Innventure identifies further material weaknesses in its internal controls over financial reporting, it may not detect errors on a timely basis, and its financial statements may be materially misstated. …”see in full comparison
“The Company has identified material weaknesses in its internal controls over financial reporting that could, if not remediated, result in material misstatements in its financial statements and which may have an impact on Innventure’s ability to timely or accurately report its financial condition or results of operations and may adversely affect Innventure’s business and stock price.”see in full comparison
“As our Innventure Companies grow, they may encounter issues such as long sales cycles, product development delays, capacity constraints, supply chain limitations, increased competition, pricing pressures, customer concentration risks and operational inefficiencies. They may also face difficulties recruiting, training and retaining qualified personnel necessary to support expansion, particularly in competitive labor markets.”see in full comparison
“The construction and launch of the facility will require significant capital expenditures and management attention. Refinity may experience delays due to permitting requirements, zoning approvals, environmental and safety reviews, supply chain disruptions, contractor performance issues, labor shortages, equipment procurement delays, adverse weather conditions, or other factors beyond Refinity’s control. Any delays in completing construction or commencing commercial production could postpone anticipated revenues, increase costs, and adversely affect our liquidity and financial condition.”see in full comparison
“Accelsius’ purchase orders to date have been received from a limited number of customers, and this customer concentration could materially adversely affect our business.”see in full comparison
“Subject to certain conditions and limitations in the SEPA and compliance with applicable law, Innventure has the discretion to deliver notices to Yorkville at any time throughout the term of the SEPA. The actual number of shares of Common Stock that are issued and sold to Yorkville depends on a number of factors, including the market price of Common Stock during the sales period. Actual gross proceeds may be less than $75.0 million, which may impact Innventure’s future liquidity. …”see in full comparison
Full comparison: every changed paragraph (170)
•Innventure depends on its Innventure Companies for revenue and cash, and the Innventure Companies are not guaranteed to succeed.
•Innventure’s principal revenues are expected to be earned in the future through its Operating Companies, including through AeroFlexx, Accelsius and Refinity, and Innventure depends on its Operating Companies for cash.
•Innventure may not be successful in finding future opportunities to license or acquire breakthrough technology solutions from Technology Solutions Providers.Providers, and any failure to satisfy the requirement of or maintain relationships with its technology providers could materially aversely affect its business.
•Innventure’s growth strategy depends on its ability to scale the Innventure Companies effectively, and it may be unable to do so successfully.
•The Innventure Companies are currently early commercial stage companies that may never achieve or sustain profitability.
•If Innventure or the Innventure Companies are not able to satisfy the requirements imposed by technology providers or have disagreements with those technology providers, their relationships with these partners could deteriorate, which could have a material adverse effect on the business of Innventure and the Innventure Companies.
•The WTI Facility may impair Innventure LLC’s, Innventure’s and the OperatingInnventure Companies’ financial and operating flexibility.
•It is not possible to predict the extent to which Innventure will, intends to, or may rely on Yorkville and the SEPA and the Convertible Debentures as a source of funding.
•It is not possible to predict the extent to which Innventure will, intends to, or may rely on Yorkville and the SEPA as a source of funding, including the actual number of shares Innventure will sell under the SEPA or under the Convertible Debentures to Yorkville,Yorkville or the actual gross proceeds resulting from those sales.
•Innventure’s pursuit of new businessInnventure strategiesCompanies and acquisitions of new technologies could disrupt its ongoing business, present risks not originally contemplated and materially adversely affect its business, reputation, results of operations and financial condition.
•The Innventure Companies are early-stage companies, and their limited operating history makes it difficult to evaluate their future prospects and the risks and challenges they may encounter.
•Accelsius’ results of operations may be adversely affected by long and unpredictable deployment cycles in the data center market, which could delay or reduce the conversion of bookings into revenue.
•If Accelsius is unable to develop and commercialize next-generation cooling solutions capable of addressing increasing chip power densities and thermal loads, our business and competitive position could be materially adversely affected.
•The failure of Accelsius and AFX to access necessary raw materials or other components in a timely manner and to specification or their inability to maintain relationships with suppliers and manufacturing partners could prevent them from delivering products within required time frames and could cause production delays, cancellations, penalty payments and damage to their brands and reputations.
•Refinity faces risks in designing, constructing and operating its first commercial-scale manufacturing facility, and it may be unable to successfully or timely complete and bring the facility online.
•Future offerings of debt or offerings or issuances of equity securities by Innventure may adversely affect the market price of the Common Stock or otherwise dilute all other stockholders and may result in the issuance of securities with rights that are senior to those of the holders of Common Stock.
•Additional financing transactions by the Innventure Companies could impact your rights as a stockholder of Innventure.
•Stockholder activism or unsolicited acquisition proposals could disrupt our business, divert management’s attention and impede our ability to execute our business model and achieve our long-term strategic objectives.
•Volatility in Innventure’s share price could subject Innventure to securities class action litigation.
•Future sales of shares of our Common Stock or other equity may depress its stock price.
•Innventure is an emerging growth company and smaller reporting company, and Innventure cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies will make its shares less attractive to investors.
•Future offerings of debt or offerings or issuances of equity securities by the Innventure may adversely affect the market price of the Common Stock or otherwise dilute all other stockholders.
•The Company has identified material weaknesses in its internal controls over financial reporting that could, if not remediated, result in material misstatements in its financial statements and which may have an impact on Innventure’s ability to timely or accurately report its financial condition or results of operations following the consummation of the Business Combination.
•AFX, Accelsius and Refinity are early-stage companies, and their limited operating histories makes it difficult to evaluate their future prospects and the risks and challenges they may encounter.
•The market, including customers and potential investors, may be skeptical of the viability and benefits of Accelsius’ cooling products and Refinity’s plastic waste recycling process because they are based on relatively novel and complex technology.
•The failure of AFX’s suppliers to continue to deliver necessary raw materials or other components of its products in a timely manner and to specification could prevent it from delivering products within required time frames and could cause production delays, cancellations, penalty payments and damage to its brand and reputation.
•AFX may not be able to meet applicable regulatory requirements for the use of AFX’s products in food grade applications, and, even if the requirements are met, complying on an ongoing basis with the numerous regulatory requirements applicable to AFX’s products and AFX’s facilities will be time-consuming and costly.
•Innventure, the Innventure Companies, and Innventure’s MNC partners may be negatively impacted by volatility in the political and economic environment, such geopolitical unrest, economic downturns and increases in interest rates, and a period of sustained inflation, which could have an adverse impact on Innventure’s and the Innventure Companies’ business, financial condition, results of operations and prospects.
•Cyber-attacks or a failure in Innventure’s information technology and data security infrastructure could adversely affect Innventure’s business and operations.
Innventure LLC’s historical financial statements have each been prepared under the assumption that the Company will continue as a going concern. The independent registered public accounting firm for Innventure LLC issued a report on the audited financial statements for the years ended December 31, 20242025 and December 31, 20232024 for Innventure LLC that includes an explanatory paragraph expressing substantial doubt in Innventure LLC’sInnventure’s ability to continue as a going concern for one year from the date of such report. The ability of Innventure to continue as a going concern is dependent on the Company’s ability to obtain additional equity or debt financing or to generate cash flow from operations. Its financial statements do not include any adjustments that might result from the outcome of this uncertainty. The substantial doubt regarding the potential ability of Innventure to continue as a going concern may adversely affect its ability to obtain such debt or equity financing on reasonable terms or at all, or to secure new customers or relationships, including relationships with Technology Solutions Providers. Additionally, if Innventure is unable to continue as a going concern, investors, including holders of Common Stock, may lose some or all of their investment.
Innventure’s principal revenues are expected to be earned in the future through its Operating Companies, including through AeroFlexx, Accelsius and Refinity, and Innventure depends on its Operating Companies for cash.
Innventure’s principal operation is to partner with Technology Solutions Providers to acquire new IP through newly-created entities where Innventure supports the initial funding and management of the company. Innventure also conducts operations through its subsidiaries, including the investment management services provided to the ESG Fund. Innventure’s ability to generate cash to meet its obligations or to pay dividends will be highly dependent on the earnings of, and receipt of funds from, these investment management services and its equity ownership interests in the Innventure Companies. The ability of the Innventure Companies to generate sufficient revenue from future operations to allow Innventure and them to make scheduled payments on their obligations will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which will be outside of Innventure’s control. Innventure cannot assure you that the cash flow and future earnings of the Innventure Companies will be adequate for the Innventure Companies to service any corporate obligations or operating needs. If the Innventure Companies do not generate sufficient cash flow from future operations to satisfy corporate obligations and operating needs, Innventure may have to: undertake alternative financing plans (such as refinancing), restructure debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. Innventure cannot assure you that any such alternative refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of Innventure’s various debt instruments then in effect. Innventure’s inability to generate sufficient cash flow from the Innventure Companies to satisfy its obligations, or to refinance its obligations on commercially reasonable terms, would have an adverse effect on its business, financial condition and results of operations. Furthermore, Innventure and the Innventure Companies may incur substantial additional indebtedness in the future that may severely restrict or prohibit the Innventure Companies and other Operating Companies from making distributions, paying dividends or making loans to Innventure.
Innventure’sInnventure businessdepends modelon isits toInnventure launchCompanies Operatingfor Companies,revenue whichand cash, and the Innventure Companies are not guaranteed to succeed and could be very costly.succeed.
Innventure’s principal operation is to partner with Technology Solutions Providers to acquire new IP through newly-created entities where Innventure supports the initial funding and management of the company. Innventure also conducts operations through its subsidiaries, including the investment management services provided to the ESG Fund. There can be no assurance that the OperatingInnventure Companies that Innventure has launched andor may launch in the future will succeed, and the Operating Companies’their future financial performance is uncertain. TheLaunching Operatingand supporting the Innventure Companies could be very costly for Innventure and could distract Innventure’s management from its other operations.operations or other Innventure Companies.
Innventure’s ability to generate cash to meet its obligations or to pay dividends will be highly dependent on the earnings of, and receipt of funds from, its investment management services and its equity ownership interests in the Innventure Companies. The ability of the Innventure Companies to generate sufficient revenue to allow Innventure and them to make scheduled payments on their obligations will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which will be outside of Innventure’s control. Innventure cannot assure you that the cash flow and future earnings of the Innventure Companies will be adequate for the Innventure Companies to service any corporate obligations or operating needs.
If the Innventure Companies do not generate sufficient cash flow from future operations to satisfy corporate obligations and operating needs or if Innventure is unable to access the cash of its Innventure Companies through distributions, dividend payments or loans, Innventure may have to: undertake alternative financing plans (such as refinancing), restructure debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. Innventure cannot assure you that any such alternative refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of Innventure’s various debt instruments then in effect. Innventure’s inability to generate and access sufficient cash flow from the Innventure Companies to satisfy its obligations, or to refinance its obligations on commercially reasonable terms, would have an adverse effect on its business, financial condition and results of operations. Furthermore, Innventure and the Innventure Companies may incur substantial additional indebtedness in the future that may severely restrict or prohibit the Innventure Companies from making distributions, paying dividends or making loans to Innventure.
Innventure may not be successful in finding future opportunities to license or acquire breakthrough technology solutionssolutions, fromand Technologyany Solutionsfailure Providers.to satisfy the requirements of or maintain relationships with its technology providers could materially adversely affect its business.
Innventure relies on its ability to identify and acquire breakthrough technology solutions from Technology Solutions Providers to create and operate new entities that generate future revenues. If Innventure is unable to reach agreements with Technology Solutions Providers on acceptable terms for license or acquisition of IP related to certain technology solutions, Innventure may have to curtail the founding and operating of OperatingInnventure Companies. If Innventure fails to identify and acquire further technology solutions to form the basis of new OperatingInnventure Companies andor does not have sufficient funds or expertise to undertake the necessary development and commercialization activities required to make those companies and the acquired technology solutions commercially viable, Innventure’s business, financial condition, results of operations and prospects may be materially and adversely affected.
The Innventure Companies are currently early commercial stage companies that may never achieve or sustain profitability.
Innventure is in the process of commercializing the technology solutions around which the Innventure Companies are built. The Innventure Companies rely principally on the commercialization of these technology solutions to generate future revenue growth. These product offerings and partnering revenues are in their very early stages. The Innventure Companies are early commercial stage companies that evaluate various strategies to achieve their financial goals and commercialization objectives on an ongoing basis. If demand for products and services offered by the Innventure Companies does not increase as quickly as planned, Innventure and the Innventure Companies may be unable to generate material revenue or increase revenue levels as expected.
Innventure and the Innventure Companies are not currently profitable. Even if the Innventure Companies succeed in increasing adoption of their products and services by target markets, maintaining and creating relationships with existing and new suppliers and customers, market conditions, particularly related to supply and customer acquisition costs, including costs associated with tariffs, may result in the Innventure Companies not generating sufficient revenue to achieve or sustain profitability. Should the Innventure Companies fail to generate sufficient revenue to meet their operational needs or achieve profitability, Innventure may be required to make additional investments in them that could adversely impact its own operations and growth plans.
If Innventure or the Innventure Companies are not able to satisfy the requirements imposed by technology providers or have disagreements with those technology providers, their relationships with these partners could deteriorate, which could have a material adverse effect on the business of Innventure and the Innventure Companies.
Under the terms of Innventure and the Innventure Companies’ agreements with P&G, Nokia, and VTTVTT, and any agreements they may enter with future technology providers, they may be required to obtain or provide certain permits, licenses or other authorizations, provide certain fiscal indemnification to their technology providers and meet various other terms and conditions. If Innventure and the Innventure Companies fail to comply with the terms and conditions of the applicable MNC agreement, they may lose exclusivity or other rights or incur liabilities to their technology providers under the applicable MNC agreement. In that situation, the damages Innventure and the Innventure Companies would be subject to would be quantified either by the applicable courts or by third-party valuation firms. If one or more of these MNC agreements is terminated, Innventure’s ability to license other technologies from existing or future technology providers could be impeded and the underlying value of Innventure’s business could decline significantly.
Our growth strategy depends on our ability to scale our Innventure Companies effectively, and we may be unable to do so successfully.
Our long-term growth strategy contemplates expanding the operations and market share of our Innventure Companies. Successfully scaling multiple operating businesses simultaneously presents operational, managerial and financial challenges. We may not have sufficient resources, expertise or management bandwidth to support these expansion efforts effectively.
As our Innventure Companies grow, they may encounter issues such as long sales cycles, product development delays, capacity constraints, supply chain limitations, increased competition, pricing pressures, customer concentration risks and operational inefficiencies. They may also face difficulties recruiting, training and retaining qualified personnel necessary to support expansion, particularly in competitive labor markets.
In addition, scaling our businesses may require significant capital expenditures or working capital investments, and we or our Innventure Companies may not be able to obtain financing on acceptable terms or at all. Our Innventure Companies are not currently profitable, and even if they succeed in increasing adoption of their products and services, market conditions—particularly related to supply and customer acquisition costs, including costs associated with tariffs—may prevent them from achieving or sustaining profitability. If demand does not increase as quickly as planned or costs increase more rapidly than expected, our cash flows could be adversely affected, and we may be required to make additional investments in the Innventure Companies that could adversely impact our own operations and growth plans. Integration of new facilities, systems or processes may also result in temporary disruptions to operations, reduced productivity or service delays.
If we are unable to scale our Innventure Companies in a disciplined and cost-effective manner, our growth prospects, competitive position, results of operations and financial condition could be materially adversely affected.
The WTI Facility may impair Innventure LLC’s, the Company’s and the OperatingInnventure Companies’ financial and operating flexibility.
The WTI Facility provides for a term loan facility in an aggregate principal amount of up to $50 million, of which (i) the First Tranche (as defined below) was made available after October 22, 2024 and through November 15, 2024; (ii) the Second Tranche (as defined below) was made available after November 1, 2024 and through November 30, 2024; and (iii) the Third Tranche (as defined below) was made available after December 31, 2024 and through January 31, 2025 (provided that up to $7.5 million of the Third Tranche will be made available until March 31, 2025).
On November 15, 2024, Innventure made an initial draw under the WTI Facility in the amount of $20 million. The receipt of any additional funds under the WTI Facility was subject to the satisfaction of certain conditions by certain deadlines, including, without limitation, with respect to the Third Tranche, satisfaction of certain financial conditions and WTI Fund X, Inc.’s and WTI Fund XI, Inc.’s (collectively, the “WTI Lenders”) satisfaction with the Company’s forward-looking plan at such time. As of the date of this report, the funds under each of the Second Tranche and the Third Tranche are no longer available to Innventure.
Furthermore,The theWTI LoanFacility Documents imposeimposes various representations, warranties, covenants and events of default on Innventure LLC, the Company and the OperatingInnventure Companies, including, without limitation, on their ability to incur indebtedness, grant liens, transfer assets, make investments, make dividends and other distributions and make certain payments of other indebtedness. Obligations under the LoanWTI DocumentsFacility are secured by a lien on substantially all of the assets of Innventure LLC and the Company. These restrictions could limit Innventure LLC’s, the Company’s and the OperatingInnventure Companies’ financial and operational flexibility and may require Innventure LLC, the Company and the OperatingInnventure Companies to seek consents from the WTI Lenders prior to taking certain actions. Such consents may not be provided by the WTI Lenders on a timely basis, or at all.
The restrictions imposed by the WTI Facility on Innventure LLC, the Company and the OperatingInnventure Companies may make it more difficult for them to operate their businesses or implement their growth plans going forward. Even if deemed necessary, we may not be able to raise additional indebtedness in the future on terms acceptable to us or at all because of the restrictions imposed by the WTI Facility. As a result, we would be more vulnerable to general adverse economic, industry and capital markets conditions in addition to the risks associated with indebtedness described above.
It is not possible to predict the extent to which the CompanyInnventure will, intends to, or may rely on Yorkville and the SEPA and the Convertible Debentures as a source of funding.funding or the actual number of shares Innventure will sell or gross proceeds resulting from those sales.
As of February 28, 2025, Innventure has drawn $2.67 million under the SEPA. Subject to the terms and conditions of the SEPA, Innventure may, at its discretion, issue and sell to Yorkville up to $75.0 million of shares of Common Stock under the SEPA from time to time. As of March 23, 2026, Innventure has drawn $2.67 million under the SEPA. The purchase price per share for the shares of Common Stock that Innventure may elect to sell to Yorkville under the SEPA will fluctuate based on the market prices of Common Stock forduring eachthe purchasesales madeperiod, pursuantand Innventure has the discretion to deliver notices to Yorkville at any time throughout the term of the SEPA, ifsubject any.to certain conditions and limitations in the SEPA and compliance with applicable law. Accordingly, it is not currently possible to predict the number of shares that will be issued and sold to Yorkville, the actual purchase price per share to be paid by Yorkville for those shares, if any,shares or the actual gross proceeds to be raised in connection with those sales. Actual gross proceeds may be less than $75.0 million, which may impact Innventure’s future liquidity.
The extent to which Innventure will rely on Yorkville as a source of funding will depend on a number of factors, including the prevailing market price of Common Stock and the extent to which Innventure is able to secure working and other capital from other sources. If obtaining sufficient funding from Yorkville were to prove unavailable or prohibitively dilutive, Innventure may need to secure additional sources of funding beyond its current expectations in order to satisfy its working and other capital needs. Even if Innventure were to sell to Yorkville all of the shares of Common Stock available for sale to Yorkville under the SEPA, Innventure may still need additional capital to fully implement its business, operating and development plans. Should the financing Innventure requires to sustain its working capital needs be unavailable or prohibitively expensive when Innventure requires it, the consequences may be a material adverse effect on Innventure’s business, operating results, financial condition and prospects.
The extent to which Innventure will rely on the Convertible Debentures to be issued to Yorkville pursuant to the Securities Purchase Agreement (as defined below) as a source of funding will depend on certain conditions, restrictions, and limitations set forth therein, which could impact the aggregate principal amount of Convertible Debentures issued by Innventure and purchased by Yorkville, whether the Convertible Debentures will bear interest, and the portion of Convertible Debentures that is convertible into Common Stock.
It is not possible to predict the actual number of shares Innventure will sell under the SEPA or the Convertible Debentures to Yorkville, or the actual gross proceeds resulting from those sales.
Subject to certain conditions and limitations in the SEPA and compliance with applicable law, Innventure has the discretion to deliver notices to Yorkville at any time throughout the term of the SEPA. The actual number of shares of Common Stock that are issued and sold to Yorkville depends on a number of factors, including the market price of Common Stock during the sales period. Actual gross proceeds may be less than $75.0 million, which may impact Innventure’s future liquidity. Because the price per share of each share sold to Yorkville will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the actual gross proceeds to be raised in connection with those sales. Additionally, the Conversion Price applicable to the Convertible Debentures will be adjusted on the six-month anniversary of the First Closing Date (as defined below) and the nine-month anniversary of the First Closing Date, and, accordingly, it is not currently possible to predict how many shares will be sold in total under the Convertible Debentures.
As of February 28, 2025, Innventure has drawn $2.67 million under the SEPA. Moreover, although the SEPA provides that Innventure may sell up to an aggregate of $75.0 million of its Common Stock to Yorkville, Innventure registered the resale by Yorkville of up to 4,418,30716,244,741 shares of Common Stock that may be issued withoutsubject exceedingto thecertain 9.99%ownership prong of the exchange caplimitations set forth in the SEPA. If Innventure elects to issue and sell to Yorkville all of the shares registered for resale to Yorkville,resale, depending on the market prices of its Common Stock for each purchase made pursuant to the SEPA, the actual gross proceeds from the sale of thethose shares may be substantially less than the $75.0remaining approximately $66.6 million total commitment available to Innventure under the SEPA. If (i) it becomes (i) necessary for Innventure to issue and sell to Yorkville under the SEPA more shares than the shares registered for resale by Yorkville in order to receive the aggregate gross proceeds equal to $75.0the remaining approximately $66.6 million under the SEPA and (ii) if Innventure is able to sell more shares than the shares registered for resale by Yorkville while still complying with the exchangeownership cap,limitations set forth in the SEPA, then Innventure will need to file with the SEC one or more additional registration statements to register under the Securities Act of 1933, as amended (the “Securities Act”) the resale by Yorkville of any such additional shares of Common Stock over the shares registered for resale by YorkvilleStock, and such registration statements would need to be declared effective by the SEC, in each case before Innventure may elect to sell any additional shares of Common Stock to Yorkville under the SEPA, a process which will take time and incur additional expense. Any issuance and sale by Innventure under the SEPA of a substantial amount of shares of Common Stock in addition to the shares already registered for resale by Yorkville could cause additional substantial dilution to Innventure’s stockholders. The number of shares of Common Stock ultimately offered for resale by Yorkville is dependent upon the number of shares, if any, Innventure ultimately sells to Yorkville under the SEPA.
Management's Discussion & Analysis (MD&A)
New heading “Goodwill impairment”
New heading “Realized gain on conversion of available for sale investment”
New heading “Loss on extinguishment of debt”
New heading “Loss on extinguishment of related party debt”
New heading “Fair Value Measurement”
New heading “Equity Method Investments”
New heading “Goodwill Impairment”
Removed heading “Write-off of loan commitment fee asset”
Removed heading “Unrealized gain on available-for-sale debt securities - related party”
Largest changes
We have experienced recurring losses from operations and negative cash flows from operating activities. In addition, wesee in full comparisonhad,andmayourpotentiallyInnventure Companies continue tohave,have an ongoing need to raise additional cash from outside sources to sustain our and our Innventure Companies’ operations and fund our and their growthplans and related operations. We believe the successful transition to attaining profitable operations is dependent upon achieving a level of revenues from our Operating Companies adequate to support our cost structure.plans. In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern within one year after the date of the consolidated financial statements included in Item 8 of this Form 10-K. If we are unable torealize our assets,obtain adequate capital fromthepublicSEPAor private equity or debt financing or otherwise generate sufficient revenues from our Innventure Companies to support our cost structure within the normal operating cycle of a twelve (12) month period, we may have toconsiderimplementsupplementingadditionalourcostavailablereductionsourcesmeasures or adjust the timing or scope of certain operations at Innventure or certain Innventure Companies, in part or in full, to help manage liquidity. If we raise additional funds through thefollowingissuancesources:of additional debt or equity securities (at either the Innventure or Innventure Company level), it could result in substantial dilution to our existing stockholders and increase fixed payment obligations, and these securities may have rights senior to those of our Common Stock. See “Item 1A. Risk Factors – Risk Related to Innventure’s Business – There is uncertainty regarding Innventure’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about its ability to continue as a going concern.”
We can make no assurances that required financings will be available for the amounts needed, or on terms commercially acceptable to us, if at all. Ifsee in full comparisonone or all of these events does not occur orsubsequent capital raises or revenues from operations at the Innventure Companies are insufficient to bridge financial and liquidity shortfalls (or both), there would likely be a material adverse effect on our business and financial condition that would materially adversely affect our ability to continue as a going concern.See “Item 1A. Risk Factors – Risks Related to Innventure’s Business – There is uncertainty regarding Innventure’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about its ability to continue as a going concern.”
“Goodwill is allocated at the date the goodwill is initially recorded. We have one operating segment and reporting unit, and evaluate goodwill for impairment as one singular reporting unit. We evaluate our goodwill for impairment annually at the beginning of the fourth quarter or earlier upon the occurrence of a triggering event, such as substantive unfavorable changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization. Goodwill impairment testing was performed using the income approach via a discounted cash flow model. …”see in full comparison
“On March 25, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) to the issuance and sale of convertible debentures (the “Convertible Debentures”) with an aggregate principal amount of up to $30,000. These Convertible Debentures will be convertible into shares of Common Stock (as converted, the “Conversion Shares”). On the first business day after certain closing conditions are met, including the timely filing of this Form 10-K, the Company will issue $20,000 in aggregate principal amount of Convertible Debentures (the “First Closing Date”). …”see in full comparison
Full comparison: every changed paragraph (106)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our and our predecessor’s, as applicable, consolidated financial statements and related notes and other information included elsewhere in this Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below in this section and those discussed in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward–Looking Statements” included elsewhere in this Form 10-K. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Innventure is an industrial growth conglomerate that founds, funds, and operates companies with a focus on commercializing transformative, sustainable technology solutions acquired or licensed from MNCs or other technology innovators with the intent to maximize values for investors and other stakeholders through positive cash flow generated through holding long term positions in our OperatingInnventure Companies. Refer to Item 1. “Business” of this Form 10-K for a detailed discussion of our business activities.
•Total operational expenses of approximately $466.8 million, primarily made up of a goodwill impairment charge and increased costs associated with generating revenue for the Technology Segment, professional and legal fees, and sales and advertising costs for the year ended December 31, 2025.
•Total operational expenses of approximately $10,506 and $12,517, respectively, relate to increased costs associated with public readiness activities connected with the Business Combination and the subsequent reporting requirements related to being a public entity for the Successor (as defined below) period from October 2, 2024 through December 31, 2024 and the Predecessor (as defined below) period from January 1, 2024 through October 1, 2024.
•Cash inflows from equity and net debt raises were approximately $19,552$139.3 and $26,981, respectively,million for the Successoryear period from October 2, 2024 throughended December 31, 2024 and the Predecessor period from January 1, 2024 through October 1, 2024.2025. These cash inflows from equity and net debt raises are compared to net cash outflows related to operating,operating and investing and remaining financing activityactivities of $8,478$84.8 and $13,345, respectively,million for the Successoryear period from October 2, 2024 throughended December 31, 2024 and the Predecessor period from January 1, 2024 through October 1, 2024.2025.
•As a result of the Business Combination, $187,500 of intangible assets and $667,936 of goodwill were recognized. Overall, $147,515 of net identifiable assets were acquired.
Results of Operations for the Years Ended December 31, 20242025 and 2023 (in thousands, except as otherwise noted)2024
__________________
Revenue was $2.1 million and $1.2 million for the years ended December 31, 2025 and 2024 an increase of $0.8 million, or 68.5%. The increase was driven by an increase in product sales in the Technology segment, offset by a decrease in management fee income.
Revenue was $456 for the Successor period from October 2, 2024 through December 31, 2024, $764 for Predecessor period from January 1, 2024 through October 1, 2024 and $1,117 for the Predecessor year ended December 31, 2023. Revenue for the combined twelve months ended December 31, 2024 was $1,220, an increase of $103, or 9.2%, over the comparable period for the Predecessor year ended December 31, 2023. The increase was primarily due to new product sales within the Technology segment during the combined twelve months ended December 31, 2024. The increase was partially offset by non-recurring consulting revenue provided to certain third parties for the Predecessor year ended December 31, 2023.
Cost of sales was $18.8 million and $4.5 million for the year ended December 31, 2025 and 2024, respectively, an increase of $14.3 million. The increase relates to the generation of revenue at the Technology segment resulting in an increase in costs related to supplies and materials, an increase in amortization of intangible assets and, an increase in employee costs.
Cost of sales was $3,752 for the Successor period from October 2, 2024 through December 31, 2024, $777 for Predecessor period from January 1, 2024 through October 1, 2024 and nil for the Predecessor year ended December 31, 2023. Cost of sales for the combined twelve months ended December 31, 2024 was $4,529, an increase of $4,529, over the comparable period for the Predecessor year ended December 31, 2023. The increase was due to the fact that the Technology segment was pre-revenue for the Predecessor year ended December 31, 2023 and started generating revenue from product sales during the combined twelve months ended December 31, 2024. Cost of sales relate to those costs incurred to generate the new product sale revenue as well as the amortization expense of $2,065 associated with the recognition of intangibles of the Technology segment as part of the Business Combination.
General and administrative expense was $66.7 million and $56.3 million for the year ended December 31, 2025 and 2024, respectively, an increase of 10.4 million, or 18.6%. The increase in expenditure was attributed to increased stock-based compensation costs, increased intangible asset amortization, and increased professional and legal fees.
Goodwill impairment
Goodwill impairment expense was $346.6 million for the December 31, 2025 The impairment was due to sustained decreases in the Company’s publicly quoted share price and market capitalization, which were sensitive to the general downward volatility experienced in the stock market during late February 2025 through April 2025.
General and administrative expense was $29,652 for the Successor period from October 2, 2024 through December 31, 2024, $26,608 for Predecessor period from January 1, 2024 through October 1, 2024 and $17,589 for the Predecessor year ended December 31, 2023. General and administrative expense for the combined twelve months ended December 31, 2024 was $56,260, an increase of $38,671, or 219.9%, over the comparable period for the Predecessor year ended December 31, 2023. The increase in expenditure was primarily attributed to an increase in professional services, legal fees and consulting fees related to the Business Combination of $17,600. The remaining increase in expenditure was due to increased employee costs associated with increased bonuses and stock based compensation grants.
Sales and marketing expense was $2,009$9.6 million and $6.2 million for the Successor period from October 2, 2024 through December 31, 2024, $4,178 for Predecessor period from January 1, 2024 through October 1, 2024 and $3,205 for the Predecessor year ended December 31, 2023. Sales2025 and marketing2024, expense for the combined twelve months ended December 31, 2024 was $6,187,respectively, an increase of $2,982,$3.4 million, or 93.0%, over the comparable period for the Predecessor year ended December 31, 2023.55.7%. The increase was primarily due to increased compensationemployee costs as a result of increased headcount across the business and increasesan increase in advertising and marketing relatedmarketing-related events and expenses primarily associated with the commercialization phase of the Technology segment.
Research and development expense was $25.0 million and $11.3 million for the year ended December 31, 2025 and 2024, respectively, an increase of $13.7 million or 121.1%. The increase was due to an increase in amortization of intangible assets, an increase in employee costs, and an increase in development fees at Refinity.
Research and Development (“R&D”) expense was $5,340 for the Successor period from October 2, 2024 through December 31, 2024, $5,978 for Predecessor period from January 1, 2024 through October 1, 2024 and $4,001 for the Predecessor year ended December 31, 2023. R&D expense for the combined twelve months ended December 31, 2024 was $11,318, an increase of $7,317, or 182.9%, over the comparable period for the Predecessor year ended December 31, 2023. The increase was primarily due to an increase in employee-related costs in the Technology segment and an increase in new product development costs.
Interest expense, net was $9.7 million and $2.4 million for the year ended December 31, 2025 and 2024, respectively, an increase of $7.3 million. The increase was due to interest expense on the convertible debentures (collectively, the “Convertible Debentures”) issued to Yorkville pursuant to each of the securities purchase agreement, dated September 15, 2025 (“Securities Purchase Agreement”), and the securities purchase agreement, dated March 25, 2025, contractual interest expense for the term loan agreement entered into on October 22, 2024 by and among the Company and WTI Fund X, Inc. and WTI Fund XI, Inc. (collectively, “WTI Lenders”), which provides for a term loan facility in the aggregate principal amount of up to $50,000 (the “WTI Facility”), amortization of issuance costs on the WTI Facility, partially offset by a net decrease in interest expense related to other debt instruments that have been paid down, and by an increase in interest income.
Interest expense, net was $1,132 for the Successor period from October 2, 2024 through December 31, 2024, $1,300 for Predecessor period from January 1, 2024 through October 1, 2024 and $1,224 for the Predecessor year ended December 31, 2023. Interest expense, net for the combined twelve months ended December 31, 2024 was $2,432, an increase of $1,208, or 98.7%, over the comparable period for the Predecessor year ended December 31, 2023. The increase was primarily due to an increase in facilities and borrowings between the periods as well as the increased cost of borrowing experienced during the Successor period.
Net gain on investments was $0.1 million and $11.5 million for the year ended December 31, 2025 and 2024, respectively, a decrease of $11.4 million or 98.9%. The decrease was due to the gain on investment in PureCycle Technologies, Inc. (“PCT”) owned stock via Class PCTA units prior year, which is no longer consolidated in the Company’s consolidated financial statements as a result of Business Combination.
Net gain on investments was nil for the Successor period from October 2, 2024 through December 31, 2024, $11,547 for Predecessor period from January 1, 2024 through October 1, 2024 and net loss on investments was $6,448 for the Predecessor year ended December 31, 2023. Net gain on investments for the combined twelve months ended December 31, 2024 was $11,547, an increase of $17,995, or 279.1%, over the comparable period for the Predecessor year ended December 31, 2023. The increase was due to the unrealized gain on investment in PCT owned stock via Class PCTA Units for the year ended December 31, 2024. The PCTA associated assets were not recognized as part of the Business Combination.
Net loss on investments – due to related partiesThere was nil for the Successor period from October 2, 2024 through December 31, 2024, $468 for Predecessor period from January 1, 2024 through October 1, 2024 andno net gain on investments was $232 for the Predecessor year ended December 31, 2023. Net loss on investments – due to related parties for the combined twelve monthsyear ended December 31, 20242025 wasand $468,$0.5 a decrease of $700, or 301.7%, over the comparable periodmillion for the Predecessor year ended December 31, 2023.2024. The decreasechange was primarily due to an increase in the fair value of the liability -of PCT stock owed to others.other parties for the prior year. The Class PCTA associated liabilities wereare notno recognizedlonger consolidated in the Company’s consolidated financial statements as parta result of the Business Combination.
The fair value of financial liabilities increased by $20,946$16.1 for the Successor period from October 2, 2024 through December 31, 2024, increased by $478 for Predecessor period from January 1, 2024 through October 1, 2024,million and decreased by $766$21.4 million for the Predecessor year ended December 31, 2023.2025 Theand fair2024, value of financial liabilities for the combined twelve months ended December 31, 2024 increased by $21,424,respectively, an increase to income of $22,190,$37.6 million, or 2,896.9%, over the comparable period for the Predecessor year ended December 31, 2023.175.4%. The increase to income was primarily due to increasesdecreases in fair value adjustments for warrants and earnout liabilities, whichand werewas offset by adjustmentsa net increase in the fair value of the embedded derivative liabilities.
Equity method investment loss was $12.6 million and immaterial for the year ended December 31, 2025 and 2024, respectively. The change is related to losses from the Company’s equity method investment in AeroFlexx, partially offset by a gain from the ESG Fund in 2024.
Realized gain on conversion of available for sale investment
Realized gain on conversion of available for sale investment was $1.5 million for the year ended December 31, 2025, was due to the partial conversion of the AeroFlexx investment in debt securities resulting in a realized gain. There was no realized gain on conversion of available for sale investment for the year ended December 31, 2024.
Loss on extinguishment of debt
Loss on extinguishment of debt was a noncash expense totaling $16.1 million for the year ended December 31, 2025 due to the modification of the WTI Facility and a modification of the first and second tranches of the New Convertible Debentures to Yorkville. There was no gain or loss on extinguishment of debt for the year ended December 31, 2024.
Loss on extinguishment of related party debt
Loss on extinguishment of related party debt was $3.5 million for the year ended December 31, 2025 due to the extinguishment of the related party loans by additional issuances of the Company’s series C preferred stock, $0.0001 par value per share (“Series C Preferred Stock”). There was no gain or loss on extinguishment of related party debt for the year ended December 31, 2024.
Equity method investment loss was $902 for the Successor period from October 2, 2024 through December 31, 2024, equity method investment gain was $893 for Predecessor period from January 1, 2024 through October 1, 2024 and equity method investment loss was $632 for the Predecessor year ended December 31, 2023. Equity method investment loss for the combined twelve months ended December 31, 2024 was $9, a decrease of $623, or 98.6%, over the comparable period for the Predecessor year ended December 31, 2023. The loss in 2023 of $632 recognized represented nonrecurring allocated losses from the ESG Fund and AeroFlexx. The gain in 2024 was primarily due to a non-recurring allocated gain from the ESG Fund offset by a non-recurring allocated loss from investment of AeroFlexx.
Loss on conversion of promissory notes was nil$1.1 formillion during the Successor period from October 2, 2024 through December 31, 2024, $1,119 for Predecessor period from January 1, 2024 through October 1, 2024 and nil for the Predecessor year ended December 31, 2023. Loss on conversion of promissory notes for the combined twelve months ended December 31, 2024 was $1,119, an increase of $1,119, over the comparable period for the Predecessor year ended December 31, 2023. This was due to the automatic conversion of promissory notes in the first quarter of 2024 into equity instruments which was treated as an extinguishment thereby generating a loss. There was no equivalent transaction infor 2023.the year ended December 31, 2025.
Write-off of loan commitment fee asset
Write-off of loan commitment fee asset was $10,041 for the Successor period from October 2, 2024 through December 31, 2024, nil for Predecessor period from January 1, 2024 through October 1, 2024 and nil for the Predecessor year ended December 31, 2023. Write-off of loan commitment fee asset for the combined twelve months ended December 31, 2024 was $10,041, an increase of $10,041, over the comparable period for the Predecessor year ended December 31, 2023. The increase was due to a one-time write-off of loan commitment fees related to the WTI Fund loan and security agreement where the Company was unable to draw down subsequent loan tranches because it had not met certain revenue and net loss targets set by the lender. These fees included warrants and fees incurred in securing the WTI loans.
Loss attributable to non-redeemableNon-controlling non-controlling interestsinterest
Loss attributable to non-controlling interests was $182.0 million and $20.1 million for the years ended December 31, 2025 and 2024, respectively. This was due to the increase in the Technology segment net loss as a result of goodwill impairment.
Loss attributable to non-redeemable non-controlling interests was $8,339 for the Successor period from October 2, 2024 through December 31, 2024, $11,762 for Predecessor period January 1, 2024 through October 1, 2024 and $139 for the Predecessor year ended December 31, 2023. Loss attributable to non-redeemable non-controlling interests for the combined twelve months ended December 31, 2024 was $20,101, an increase of $19,962, or 14,361.2%, over the comparable period for the Predecessor year ended December 31, 2023. This was due to the increase in Accelsius loss subject to allocable percentage during the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Unrealized gain on available-for-sale debt securities - related party
Unrealized gain on available-for-sale debt securities - related party, was a gain of $909 for the Successor period from October 2, 2024 through December 31, 2024, a loss of $62 for Predecessor period January 1, 2024 through October 1, 2024 and nil for the Predecessor year ended December 31, 2023. Unrealized gain (loss) on available-for-sale debt securities - related party for the combined twelve months ended December 31, 2024 was $971, an increase of $971, over the comparable period for the Predecessor year ended December 31, 2023. The increase was due to the conversion of working capital advances to investments in debt securities which are classified as available-for-sale.
There are limitations to Adjusted EBITDA, including its exclusion of cash expenditures, future requirements for capital expenditures and contractual commitments, and changes in orour 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.
(1) Interest expense, net – For the year ended December 31, 2025 and for the combined twelve months ended December 31, 2024, interest expense, net includes interest incurred on our various borrowing facilities and the amortization of debt issuance costs. Additional debt issuance cost associated with a loan commitment fee asset in the amount of $10,041 was written off in combined twelve months ended December 31, 2024 and has also been included in this adjustment. This amount is representative of the asset associated with the additional funds under the second and third tranches of the WTI facility.Facility. When it became known that we would not be able to draw on these subsequent tranches based on certain metrics contained within the WTI Facility agreement,Facility, we immediately wrote this asset off. For the Predecessor year ended December 31, 2023, this balance is comprised entirely of interest incurred on our various borrowing facilities.
(2) Transaction and other related costs – For the combined twelve months ended December 31, 2024 and for the Predecessor year ended December 31, 2023 this is comprised entirely of consulting, legal, and other professional fees related to the business combination with Learn CW Investment Corporation (the “Business Combination”).Combination.
(3) Change in fair value of financial liabilities – For the combined twelve months ended December 31, 20242025, the change in fair value of financial liabilities primarily consists of the change in fair value of the warrant liability, change in fair value of the earnout liability,liability and the changeembedded derivatives in thevarious fair value of the embedded derivative associated with convertible notes prior to extinguishment.instruments. For the Predecessor year ended December 31, 2023,2024, this is comprised entirely of the change in fair value of the embedded derivative associated with the convertible notes.
(4) Stock based compensation – For the combined twelve months ended December 31, 20242025, stock based compensation primarily consisted of awards in the 2024 Equity and Incentive Plan entered into on October 2, 2024 subsequent to the Business Combination. These awards consisted of Stock Options, Restricted Stock Units, and Stock Appreciation Rights. Further, a portion of this expense was related to shareshare-based basedpayment employee incentive plans in existence at subsidiaries. Additional Stock Options were granted in February 2025 and additional Restricted Stock Units were granted in June 2025 and August 2025 which are included in the stock-based compensation caption for their respective periods. For the year ended December 31 2024, stock-based compensation was comprised wholly of share-based payment employee incentive plans in existence at Innventure LLC and other subsidiaries. For the Predecessor year ended December 31, 2023, stock based compensation was comprised wholly of share based payment employee incentive plans in existence at Innventure LLC and other subsidiaries.
(5) Goodwill impairment - For the year ended December 31, 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 from late February 2025 through April 2025. The publicly quoted share price stabilized some in May 2025 and June 2025.
(6) Loss on extinguishment of debt - For the December 31, 2025, the Company modified the WTI Facility, and such modification was accounted for as a debt extinguishment while no debt was repaid.
(7) Loss on extinguishment of related party debt - For the December 31, 2025, the Company extinguished certain related party debts by issuing Series C Preferred Stock.
Liquidity and Capital Resources (in thousands, except as otherwise noted)
As discussed in more detail below, management has concluded that there is substantial doubt about our ability to continue as a going concern within one year after the date that these consolidated financial statements included in Item 1. of this Form 10-K were issued. The condensed consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.
In assessing liquidity, we monitor and analyze cash on hand and operating expenditure commitments. Our material liquidity needsrequirements are to meetfrom working capital requirements and operating expense obligations. To date we have financed our operations primarily through cash flows from investing and financing activities.
The following is a summary of the components of our current liquidity (in thousands):
Our long-term future liquidity requirements will depend on many factors, including funding required by us and our Innventure Companies to (i) support the growth of the business and the current business strategy; (ii) fund working capital, capital expenditures and general corporate expenditures; and (iii) support other business opportunities and expenditures. As of December 31, 2025 and over the next 12 months, we anticipate that Innventure, Inc. will require at least $50.0 million to meet its operating and strategic needs, with an additional $25.0 million required to support growth across our Innventure Companies in accordance with our current business plan. We expect to meet these needs through a combination of cash on hand, operating cash flows, strategic investments, the SEPA with Yorkville (maximum remaining availability of approximately $66.6 million as of December 31, 2025, subject to the satisfaction of certain conditions in the SEPA and additional financings completed by us and our Innventure Companies. Summarized below are equity and debt financing activities made during the year ended December 31, 2025, and thereafter:
Our future liquidity requirements will depend on many factors, including funding required by our Operating Companies, funding needed to support other business opportunities and expenditures, and funding for working capital and general corporate purposes. Based on current expectations, we estimate we will require at least $50,000 to meet our liquidity requirements for the next 12 months.
We expect to satisfy our liquidity requirements through cash on hand, cash generated from the operations of our Operating Companies, the SEPA with Yorkville (maximum remaining availability of approximately $72,000), the Convertible Debentures to be issued to Yorkville, as well as proceeds from additional financings completed by us or our Operating Companies. During the year ended December 31, 2024, the Technology segment raised approximately $18,898 of additional equity financing, in comparison to approximately $250 during the year ended December 31, 2023. In connection with our current business strategy, we intend to conduct additional fundraising of up to $25,000 to fund capital expenditures and other expenses to support the growth of the business.
BridgeEquity Financing Activities:
•The Company entered into the SEPA with Yorkville in October 2023, which provides the Company the right, but not the obligation, to sell to Yorkville up to $75.0 million in the Company’s common stock, par value $0.0001 per share (“Common Stock”) from time to time through November 2027 (of which approximately $66.6 million in Common Stock remains available for issuance under the SEPA), subject to the satisfaction of certain conditions in the SEPA. During the year ended December 31, 2025, the Company issued 997,573 shares of Common Stock pursuant to the SEPA in payment of $4.9 million of principal and $0.2 million of payment premiums for the Convertible Debentures. In addition to the Common Stock issuances pursuant to the SEPA made in repayment towards the Convertible Debentures, the Company sold 1,071,566 shares of Common Stock under the SEPA, raising $6.1 million in cash proceeds.
•Accelsius raised a total of $7.1 million through the issuance of Accelsius Series A Preferred units during the year ended December 31, 2025.
•The Company issued 2,885,848 shares of Series C Preferred Stock on March 24, 2025 for a total amount of $28.8 million, with the consideration received in the form of cash, services, and related party debt cancellation.
What changed in the latest 10-Q
Risk Factors
We are a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act, for this reporting period and are not required to provide the information required under this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Loss on extinguishment of debt”
New heading “Comparison of the six months ended June 30, 2026 and 2025:”
New heading “*not meaningful”
New heading “General and administrative”
New heading “Goodwill impairment”
New heading “Sales and marketing”
New heading “Research and development”
New heading “Interest expense, net”
New heading “Change in fair value of financial liabilities”
New heading “Equity method investment (loss) income”
Largest changes
“Goodwill impairment expense was $346.6 million for the six months ended June 30, 2025. The impairment was due to sustained decreases in the Company’s publicly quoted share price and market capitalization, which were sensitive to the general downward volatility experienced in the stock market during the six months ended June 30, 2025. There was no goodwill impairment charge for the six months ended June 30, 2026.”see in full comparison
(4) Goodwill impairment - For the three and six months endedsee in full comparisonMarchJune31,30,2025.2025, 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.
Full comparison: every changed paragraph (61)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes as of MarchJune 31,30, 2026 and for the three and six months ended MarchJune 31,30, 2026 and 2025 included in Item 1 of this Form 10-Q and our and our predecessor’s, as applicable, audited consolidated financial statements and related notes as of and for the years ended December 31, 2025 and 2024 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“Form 10-K”). This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below in this section and those discussed in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward–Looking Statements” included elsewhere in this Form 10-Q and in the Form 10-K. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Innventure is an industrial growth conglomerate that founds, funds, and operates companies with a focus on commercializing transformative, sustainable technology solutions acquired or licensed from technology innovators, which are typically multinational corporations (“MNCs”) with the intent to maximize valuesvalue for investorsstockholders and other stakeholders through positive cash flow generated through holding long term positionsownership inand operation of AeroFlexx, LLC (“AeroFlexx” or “AFX”), Accelsius Holdings LLC (“Accelsius” or “ACC”) and Refinity Olefins, LLC (“Refinity” and, together with AeroFlexx, Accelsius, and those subsidiary companies that Innventure may found, fund, and operate going forward, the “Innventure Companies”). Refer to Item 1. “Business” of the Form 10-K for a detailed discussion of our business activities.
Results of Operations for the three and six months ended MarchJune 31,30, 2026 and 2025
Comparison of the three months ended MarchJune 31,30, 2026 and June 30, 2025:
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Revenue was $1.4$1.0 million and $0.2$0.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $1.2$0.5 million.million or 100.2%. The increase was driven by an increase of product sales and service revenue in the Technology segment.
Cost of sales was $5.3$5.1 million and $0.2$2.9 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $5.1$2.2 million.million or 77.3%. The increase relatesrelated to thean generationincrease ofin revenue in the Technology segment resulting in an increase in costs related to supplies and materials, amortization of intangible assets, and employee costs.
General and administrative expense was $12.8$14.5 million and $19.7$18.6 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, a decrease of $6.9$4.1 millionmillion, or 35.2%.21.9%. The decrease in expenditures was due to a decrease in stock-based compensation costs and a decrease in professional and legal fees.
Goodwill impairment expense was $233.2$113.3 million for the three months ended MarchJune 31,30, 2025. The impairmentprior-year charge was due to sustained decreases in the Company’s publicly quoted share price and market capitalization, which were sensitive to the general downward volatility experienced in the stock market during the three months ended March 31, 2025. There was no goodwill impairment chargeexpense forduring the three months ended MarchJune 31,30, 2026.
Sales and marketing expense was $2.9$3.1 million and $2.1$2.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $0.8$0.9 million, or 38.2%.39.9%. The increase iswas due to increased marketing-related events and expenses primarily associated with the commercialization of the Technology segment, and employee expenses, partially offset by a decrease in marketing related professional fees.
Research and development expense was $7.8$9.8 million and $6.3$6.1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $1.5$3.7 million, or 25.4%.61.2%. The increase was due to increased expenseexpenses in the development of new technologies related to Refinity.
Interest expense, net was $0.5 million and $2.6 million for the three months ended June 30, 2026 and 2025, respectively, a decrease of $2.1 million, or 79.9%. The decrease was due to a decrease in interest expense on related party notes and interest related to the amortization of issuance costs for the convertible debentures issued pursuant to that certain securities purchase agreement entered into with Yorkville on March 25, 2025 (the “Existing Convertible Debentures”) and the convertible debentures issued pursuant to that certain securities purchase agreement entered into with Yorkville on September 15, 2025 (the “New Convertible Debentures” and, together with the Existing Convertible Debentures, the “Convertible Debentures”), which were either converted to equity or paid off.
Interest expense, net was $1.0 million and $1.5 million for the three months ended March 31, 2026 and 2025, respectively, a decrease of $0.5 million, or 35.7%. The decrease was due to a decrease in interest expense on related party notes that were paid off during the three months ended March 31, 2025, and a decrease in interest expense on the Series 1 Promissory Notes, which were repaid during the three months ended March 31, 2026.
The change in fair value of financial liabilities was a net loss of $2.2 million for the three months ended June 30, 2026, as compared to a gain of $7.2 million for the three months ended June 30, 2025. Changes in the fair value are due to changes in the fair value of the earnout and warrant liabilities.
The fair value of financial liabilities increased by $0.1 million and $16.4 million for the three months ended March 31, 2026 and 2025, respectively, a decrease of $16.3 million. The change was primarily due to a lower increase in fair value of liabilities for warrants issued and earnout liabilities as compared to prior year, partially offset by a gain in fair value of the private placement warrants.
Equity method investment loss was $1.5 million and $6.8 millionactivity for the three months ended MarchJune 31,30, 2026 and 2025,2025 respectivelywere anet changelosses of $5.2$1.5 million and $1.9 million, or 77.6%.The change is related to lossesrespectively, from the Company’s equity method investment in AeroFlexx.
Loss on extinguishment of debt
Loss on extinguishment of debt was $3.5 million for the three months ended June 30, 2025. The prior-year loss was due to the modification of the term loan facility with WTI Fund X, Inc. and WTI Fund XI, Inc. in the aggregate principal amount of up to $50.0 million (the “WTI Facility”) in connection with the issuance of the first tranche of the Existing Convertible Debentures. There was no loss on extinguishment of debt for the three months ended June 30, 2026.
Comparison of the six months ended June 30, 2026 and 2025:
*not meaningful
Revenue
Revenue was $2.4 million and $0.7 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $1.7 million. The increase was driven by an increase of product sales and service revenue in the Technology segment.
Cost of sales
Cost of sales was $10.3 million and $3.0 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $7.3 million. The increase relates to the generation of revenue in the Technology segment resulting in an increase in costs related to supplies and materials, amortization of intangible assets, and employee costs.
General and administrative
General and administrative expense was $27.2 million and $38.2 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of $11.0 million or 28.8%. The decrease in expenditures was due to a decrease in stock-based compensation costs and a decrease in professional and legal fees.
Goodwill impairment
Goodwill impairment expense was $346.6 million for the six months ended June 30, 2025. The impairment was due to sustained decreases in the Company’s publicly quoted share price and market capitalization, which were sensitive to the general downward volatility experienced in the stock market during the six months ended June 30, 2025. There was no goodwill impairment charge for the six months ended June 30, 2026.
Sales and marketing
Sales and marketing expense was $6.0 million and $4.3 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $1.7 million, or 39.1%. The increase is due to increased marketing-related events and expenses primarily associated with the commercialization of the Technology segment, and employee expenses, partially offset by a decrease in marketing related professional fees.
Research and development
Research and development expense was $17.6 million and $12.3 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $5.3 million, or 43.0%. The increase was due to increased expense in the development of new technologies related to Refinity.
Interest expense, net
Interest expense, net was $1.5 million and $4.2 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of $2.7 million, or 63.7%. The decrease was due to a decrease in interest expense on related party notes that were paid off during the six months ended June 30, 2025, a decrease in interest expense on the unsecured promissory notes issued and sold to investors between 2018 and 2021, which were repaid during the six months ended June 30, 2026, and due to a decrease in interest related to the amortization of issuance costs for the Convertible Debentures, which were either converted to equity or paid off during the six months ended June 30, 2026.
Change in fair value of financial liabilities
The fair value of financial liabilities increased by $2.1 million and decreased by $23.6 million for the six months ended June 30, 2026 and 2025, respectively, a change of $25.7 million. The change was primarily due to an increase in fair value of liabilities for warrants issued and earnout liabilities as compared to prior year, partially offset by a decrease in fair value of the private placement warrants.
Equity method investment (loss) income
Equity method investment loss was $3.0 million and $8.7 million for the six months ended June 30, 2026 and 2025, respectively, a change of $5.7 million, or 65.4%. The change is related to losses from the Company’s equity method investment in AeroFlexx.
Realized gain on conversion of available for sale investment was $1.5 million for threethe six months ended MarchJune 31,30, 2025. The gain was due to the partial conversion of the AeroFlexx investment in debt securities resulting in a realized gain. There was no realized gain on conversion of available for sale investment for threethe six months ended MarchJune 31,30, 2026.
Loss on extinguishment of debt was $1.0 million and $3.5 million for the threesix months ended MarchJune 31,30, 2026.2026 Thisand 2025, respectively. The loss for the six months ended June 30, 2026, is due to a loss incurred as a result of the repayment of the Convertible Debentures. ThereThe prior-year loss was nodue lossto onthe extinguishmentmodification of debtthe forWTI threeFacility monthsin endedconnection Marchwith 31,the 2025.issuance of the first tranche of the Convertible Debentures.
Loss on extinguishment of related party debt was $3.5 million for the threesix months ended MarchJune 31,30, 2025 due to the extinguishment of the related party loans by additional issuances of the Company’s seriesSeries C preferred stock, $0.0001 par value per share (“Series C Preferred Stock”). There was no gain or loss on extinguishment of related party debt for the threesix months ended MarchJune 31,30, 2026.
(2) Change in fair value of financial liabilities – For the three and six months ended MarchJune 31,30, 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 MarchJune 31,30, 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 MarchJune 31,30, 2025.2025, 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 threesix months ended MarchJune 31,30, 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 three months ended March 31, 2025. (6) Loss on extinguishment of related party debt - For the three months ended MarchJune 31,30, 2026. For the three and six months ended June 30, 2025, the Company extinguishedrecognized certain related party debts by issuing Series C Preferred Stock. There was noa loss on extinguishment of related party debt forof $3.5 million in connection with the threemodification monthsof endedthe MarchWTI 31, 2026.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.
As discussed in more detail below, management has concluded that there is substantial doubt about our ability to continue as a going concern within one year after the date that thesethe condensed consolidated financial statements included in Item 1. of this Form 10-Q were issued. The condensed consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.
.SourcesSources of Liquidity
Our long-term future liquidity requirements will depend on many factors, including funding required by us and our Innventure Companies to (i) support the growth of each of Innventure and the Innventure Companies and their respective business strategies; (ii) fund working capital, capital expenditures and general corporate expenditures; and (iii) support other business opportunities and expenditures. As of MarchJune 31,30, 2026, and over the next 12 months, we anticipate that Innventure will require at least $50.0 million to meet its operating and strategic needs, with up to an additional $25,000$25.0 million to support our Innventure Companies to the extent that they do not raise capital independently.
We expect to meet these needs through a combination of cash on hand, operating cash flows, strategic investments, the SEPA with Yorkville (maximum remaining availability of approximately $54.9$53.9 million as of May 8, 2026 subject to the satisfaction of certain conditions in the SEPA) and additional financings completed by us and our Innventure Companies. While Innventure believes that Accelsius, AeroFlexx and Refinity have reached sufficient levels of maturity to be in a position to raise their own financing, if required, Innventure intends to continue to provide financial support to these Innventure Companies. Summarized below are equity and debt financing activities made for the threesix months ended MarchJune 31,30, 2026 and as of the date of this Form 10-Q.
•During the six months ended June 30, 2026, the Company sold 2,164,552 shares of Common Stock under the SEPA, raising $13.3 million in cash proceeds.
•On January 9, 2026, the Company sold 67,000 shares of Common Stock under the SEPA, raising $0.3 million in cash proceeds. During the period between April 1, 2026 and May 13, 2026, the Company sold an additional 1,950,000 shares of Common Stock under the SEPA, raising $11.9 million in cash proceeds.
Cash flows associated with operating, investing and financing activities for the threesix months ended MarchJune 31,30, 2026 and 2025 are summarized as follows:
Cash flows used in operating activities were $34.0$59.5 million for the threesix months ended MarchJune 31,30, 2026, as compared to $14.7$36.8 million for the threesix months ended MarchJune 31,30, 2025, an increase of $19.3$22.7 million, or 131.6%.61.8%. The increase is primarily related to working capital impacts.
Cash flows used in investing activities were $0.8$1.1 million for the threesix months ended MarchJune 31,30, 2026, as compared to $3.3$3.6 million for the threesix months ended MarchJune 31,30, 2025, a decrease of $2.4$2.6 million or 74.0%.70.5%. The decrease is primarily related to lower remittances in investments in available-for-sale debt securities in the current period.
Cash flows provided by financing activities were $29.8$41.6 million for the threesix months ended MarchJune 31,30, 2026, as compared to $8.2$41.2 million for the threesix months ended MarchJune 31,30, 2025, an increase of $21.6$0.4 million or 263.1%.1.0%. The increase is primarily related to proceeds from the issuance of equity, partially offset by the repayment of debts.
Refer to Note 5. Borrowings to our condensed consolidated financial statements as of MarchJune 31,30, 2026 and December 31, 2025 included in Item 1. of this Form 10-Q for a discussion of our indebtedness.
The following table presents a summary of our contractual obligations, including payments due by period, as of MarchJune 31,30, 2026:
We have experienced recurring losses from operations and negative cash flows from operating activities. In addition, we and our Innventure Companies continue to have an ongoing need to raise additional cash from outside sources to sustain our and our Innventure Companies’ operations and fund our growth plans.
We have experienced recurring losses from operations and negative cash flows from operating activities. In addition, we and our Innventure Companies continue to have an ongoing need to raise additional cash from outside sources to sustain our and our Innventure Companies’ operations and fund our growth plans. In connection with our assessment of going concern considerations in accordance with Financial Accounting StandardStandards Board’s Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern within one year after the date of issuance of the condensed consolidated financial statements included in Item 1. of this Form 10-Q. If we are unable to obtain adequate capital from public or private equity or debt financing or otherwise generate sufficient revenues from our Innventure Companies to support our cost structure within the normal operating cycle of a twelve (12) month period, we may have to implement additional cost reduction measures or adjust the timing or scope of certain operations at Innventure or certain Innventure Companies, in part or in full, to help manage liquidity. If we raise additional funds through the issuance of additional debt or equity securities (at either the Innventure or Innventure Company level), it could result in substantial dilution to our existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of our Common Stock. See “Item 1A. Risk Factors – Risks Related to Innventure’s Business – There is uncertainty regarding Innventure’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about its ability to continue as a going concern” in our Form 10-K.
INV insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 4 Form 4 filings (4 insiders, 1 trade date, 536,000 shares, about $807.1K) and open-market sales in 2 filings (1 insider, 2 trade dates, 585,131 shares, about $3.2M; 1 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -49,131 (purchases minus sales); net value about -$2.4M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Grieco William J. |
Grant/award | 2,040,816 | — | — |
| 2026-09-30 | Brown Bruce |
Grant/award | 56,541 | — | — |
| 2026-09-30 | Williams Elizabeth Suzanne |
Grant/award | 21,930 | — | — |
| 2026-09-30 | Donnally James O |
Grant/award | 45,862 | — | — |
| 2026-09-30 | Donnally James O |
Gift | 45,862 | — | — |
| 2026-09-30 | Donnally James O |
Gift | 45,862 | — | — |
| 2026-09-28 | Madon Michael P |
Grant/award | 124,837 | — | — |
| 2026-09-15 | Grieco William J. |
Other | 8,103 | — | — |
| 2026-09-09 | Haskell Gregory W |
Other | 46,460 | — | — |
| 2026-09-08 | Otworth Michael |
Other | 154,829 | — | — |
| 2026-09-08 | Yablunosky David |
Other | 1,236 | — | — |
| 2026-09-08 | Donnally James O |
Other | 2,227 | — | — |
| 2026-08-20 | Brown Bruce |
Open-market purchase | 30,000 | $1.51 | $45.3K |
| 2026-08-20 | Haskell Gregory W |
Open-market purchase | 50,000 | $1.51 | $75.5K |
| 2026-08-20 | Otworth Michael |
Open-market purchase | 231,000 | $1.51 | $348.8K |
| 2026-08-20 | Donnally James O |
Open-market purchase | 225,000 | $1.50 | $337.5K |
| 2026-06-30 | Brown Bruce |
Grant/award | 7,083 | — | — |
| 2026-06-30 | Donnally James O |
Grant/award | 5,425 | — | — |
| 2026-06-30 | Donnally James O |
Gift | 5,425 | — | — |
| 2026-06-30 | Donnally James O |
Gift | 5,425 | — | — |
| 2026-06-30 | Williams Elizabeth Suzanne |
Grant/award | 2,466 | — | — |
| 2026-06-17 | Amalfitano Michael |
Grant/award | 18,237 | — | — |
| 2026-06-17 | Brown Bruce |
Grant/award | 18,237 | — | — |
| 2026-06-17 | Hewitt John D. |
Grant/award | 18,237 | — | — |
| 2026-06-17 | Williams Elizabeth Suzanne |
Grant/award | 18,237 | — | — |
| 2026-06-17 | Donnally James O |
Grant/award | 18,237 | — | — |
| 2026-06-17 | Donnally James O |
Gift | 22,305 | — | — |
| 2026-06-17 | Donnally James O |
Gift | 22,305 | — | — |
| 2026-06-17 | Fallon Catriona M |
Grant/award | 18,237 | — | — |
| 2026-06-16 | Niemeyer Suzanne |
Shares withheld for tax | 27,276 | $6.01 | $163.9K |
| 2026-05-08 | Hewitt John D. |
Grant/award | 2,561 | — | — |
| 2026-04-20 | Hennessy Daniel J |
Open-market sale |
582,139 | $5.52 | $3.2M |
| 2026-04-17 | Haskell Gregory W |
Grant/award | 46,460 | — | — |
| 2026-04-17 | Donnally James O |
Grant/award | 80,848 | — | — |
| 2026-04-17 | Donnally James O |
Grant/award | 27,849 | — | — |
| 2026-04-17 | Yablunosky David |
Grant/award | 1,236 | — | — |
| 2026-04-17 | Otworth Michael |
Grant/award | 154,829 | — | — |
| 2026-04-14 | Hennessy Daniel J |
Open-market sale | 2,992 | $5.01 | $15.0K |
Well-known investors holding INV (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 1,141,441 | $5.8M | 0.01% | Reduced 9% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 612,073 | $3.1M | 0.0% | Added 5% |
| Renaissance Technologies | 2026-06-30 | 265,557 | $1.3M | 0.0% | Added 153% |
| Millennium Management (Israel Englander) | 2026-06-30 | 42,438 | $215.2K | 0.0% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 16,697 | $65.3K | — | Sold out |