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NASDAQ: INV Innventure, Inc. 8-K

Innventure launches up to $60M at-the-market offering and halts SEPA draws

Filed October 6, 2026 · Period ending October 6, 2026 · ~1 min read

5 key changes 3 high relevance 3 sections

Key Changes

  • high

    Entered an at-the-market offering agreement with Lucid Capital Markets to sell up to $60 million of common stock from time to time at its discretion.

  • high

    Net proceeds are earmarked for working capital and general corporate purposes, including a strategic transformation focused on Accelsius Holdings LLC, with potential additional unit acquisitions if conditions are met.

  • high

    Sold 2,454,689 shares to Yorkville under the SEPA at a weighted-average price of $0.6869 per share for $1,686,192.79 in cash proceeds.

  • medium

    Announced it does not intend to issue any additional shares under the SEPA, removing a potential source of future dilution.

  • medium

    Lucid will earn a 3.0% commission on the first $15 million of gross sales and 2.17% on the next $45 million when acting as sales agent.

Summary

Innventure has put in place a new up to $60 million at-the-market offering facility with Lucid Capital Markets, giving the company flexibility to sell shares over time.

The company also disclosed that it recently sold 2.45 million shares to Yorkville under its existing SEPA for about $1.7 million at a weighted-average price of $0.6869 per share, and that it does not intend to issue any further shares under that agreement.

The proceeds from the ATM are expected to support working capital and a strategic shift toward its Accelsius subsidiary, with the possibility of acquiring additional Accelsius units if enough capital is raised and conditions are met. For retail holders, the key takeaway is that the company is actively raising equity capital through multiple channels. The ATM provides a new, ongoing source of potential dilution, while the SEPA draw at a low price reflects near-term liquidity needs. The halt on further SEPA issuance removes one source of future dilution, but the ATM could still result in significant share sales over time. The strategic focus on Accelsius signals a pivot in the company's direction, which may affect the value of existing businesses.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~800 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

2 Added
Added At-the-market offering agreement high

Added in current filing · verify on EDGAR →

the Company may offer and sell through or to Lucid, from time to time and at its sole discretion, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $60,000,000 (the “Offering”).

Innventure entered into an At The Market Offering Agreement with Lucid Capital Markets on October 6, 2026, allowing the Company to sell up to $60 million of common stock from time to time at its discretion. Sales will be made through Nasdaq or in privately negotiated transactions, with no assurance that any shares will actually be issued.

Added Shelf registration and prospectus supplement medium

Added in current filing · verify on EDGAR →

The Common Stock will be offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-292427) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on December 23, 2025 and declared effective on January 9, 2026.

The offering is being conducted under an existing effective shelf registration statement that was declared effective on January 9, 2026. A prospectus supplement was filed on October 6, 2026 in connection with the offering. This allows the Company to sell shares on a delayed or continuous basis without a new registration statement.

Event · Item 3.02 — Unregistered Sales of Equity Securities

~200 words

Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.

2 Added
Added Use of proceeds medium

Added in current filing · verify on EDGAR →

The proceeds are generally expected to be used to fund the Company’s operating expenses and a portion of certain limited deferred payables and obligations of AeroFlexx and Refinity in the fourth quarter.

The company states the cash will cover operating expenses and some deferred payables and obligations of its AeroFlexx and Refinity businesses in Q4. This indicates the raise is being used for near-term liquidity needs rather than growth investment.

Show 1 minor / wording change
Added Exemption from registration low

Added in current filing · verify on EDGAR →

The shares of Common Stock described herein were issued and sold in transactions that did not involve an underwriter and in reliance on the exemption from registration afforded by Section 4(a) (2) of the Securities Act of 1933, as amended, or Rule 506(b) of Regulation D promulgated thereunder.

The shares were sold in a private placement exempt from SEC registration under Section 4(a)(2) or Rule 506(b), based in part on Yorkville's representations in the SEPA. This is standard for SEPA draws and means the shares are restricted securities.

Event · Item 8.01 — Other Events

~32 words

Item 8.01 — Other Events filed; see Key Changes for terms.

1 Added
Added SEPA share issuance medium

Added in current filing · verify on EDGAR →

On October 6, 2026, the Company announced that it does not intend to issue any additional shares of Common Stock pursuant to the SEPA.

The company disclosed that it will not issue any more shares under its Standby Equity Purchase Agreement (SEPA). This removes a potential source of future dilution for existing shareholders.

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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 7, 2026 · How we verify