Business Context and Reporting Period
This Form 8-K reports on the Special Meeting of Stockholders held by Innventure, Inc. on December 2, 2025. The filing details the voting results for proposals related to the issuance of common stock in connection with convertible debentures issued to Yorkville (YA II PN, Ltd.).
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and voting outcomes.
Material Changes and Voting Results
Stockholders approved two proposals to comply with Nasdaq Listing Rule 5635(d) regarding the issuance of 20% or more of the Company's outstanding Common Stock upon conversion of Yorkville debentures.
- Proposal 1: Approved issuance related to debentures dated September 15, 2025.
- Votes For: 34,642,386
- Votes Against: 595,520
- Abstentions: 31,001
- Proposal 2: Approved issuance related to debentures dated March 25, 2025.
- Votes For: 34,696,064
- Votes Against: 541,841
- Abstentions: 31,002
A quorum was established with 35,268,907 votes present. No vote was required on the adjournment proposal as sufficient votes were obtained for the primary proposals.
Outlook, Risks, and Management Commentary
The filing does not contain management commentary on future outlook, risks, contingencies, or unusual items. It references a Definitive Proxy Statement on Schedule 14A filed on October 20, 2025, for detailed descriptions of the matters voted upon.
Investor Verification Checklist
- Verify the total number of shares to be issued upon conversion of the Yorkville debentures under the approved proposals.
- Review the Definitive Proxy Statement (Schedule 14A) filed on October 20, 2025, for full details on the Securities Purchase Agreements.
- Confirm the impact of the approved stock issuance on existing shareholder dilution.
- Check subsequent filings for the actual issuance of shares and any related financial impact.