Business Context and Reporting Period
This Form 8-K Current Report for Innventure, Inc. (INV) covers events occurring on October 2 and October 3, 2025. The filing details two significant capital raising transactions: a private placement of equity and warrants by the parent company and a strategic investment in its subsidiary, Accelsius Holdings LLC.
Key Financial Metrics and Transaction Details
| Transaction | Counterparty | Instrument | Gross Proceeds | Key Terms |
|---|---|---|---|---|
| Innventure Private Placement | Certain Investors | 1,625,235 Common Shares + Series A Warrants | ~$9.75 million | Price: $6.00/share; Warrant Exercise: $8.00; Warrant Expiry: Oct 3, 2030 |
| Accelsius Investment | Johnson Controls, Inc. (JCI) | 685,163 Series B-1 Units | ~$25.0 million | Issue Price: $36.4877/unit; Convertible to Class A Common Units |
Liquidity Impact: The combined gross proceeds from these transactions total approximately $34.75 million before deducting fees and expenses. The filing does not provide specific data on current cash balances, debt levels, or operating margins.
Material Changes and Strategic Developments
- Capital Structure: Innventure issued new common stock and warrants, increasing share count. Accelsius issued convertible units, triggering the automatic conversion of certain outstanding convertible notes into equity.
- Corporate Governance: JCI received the right to designate one director on the Accelsius Board of Directors, provided they maintain beneficial ownership of at least 50% of the Series B-1 Units.
- Control Rights: JCI holds veto power over specific "Preferred Decisions" at Accelsius, including amendments to the Operating Agreement, incurrence of indebtedness over $20 million, and creation of senior equity classes.
Guidance, Outlook, and Risks
Use of Proceeds: Accelsius intends to use the $25 million proceeds for general company purposes. Innventure did not specify the use of proceeds for its $9.75 million offering in this text.
Registration Obligations: Innventure must file a registration statement for the resale of the private placement shares and warrant shares, with a requirement for effectiveness within 120 to 150 days post-closing.
Risks and Contingencies:
- Redemption Risk: Innventure's Series A Warrants are redeemable at $0.01 if the stock price exceeds $15.00 for 20 trading days within a 30-day period after April 6, 2026.
- Transfer Restrictions: Accelsius units are subject to transfer restrictions and stop-transfer instructions to ensure compliance with securities laws.
- Unregistered Securities: The Accelsius units were sold without registration under the Securities Act of 1933.
Investor Verification Checklist
- Verify the exact net proceeds after deducting financial advisor fees and offering expenses for both transactions.
- Review the full text of the Accelsius Operating Agreement (Exhibit 10.1) to understand the full scope of JCI's veto rights and "Preferred Decisions."
- Confirm the dilution impact of the 1,625,235 new shares and the potential 1,625,235 warrant shares on existing shareholders.
- Monitor the status of the registration statement filing required for the Innventure private placement shares.
- Assess the financial health of Accelsius to determine if the automatic conversion of notes into equity was triggered by a default or a standard transaction term.