Business Context and Reporting Period
Company: Innventure, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 12, 2025
Reporting Period: Event date of November 12, 2025
Context: The Company reported the issuance of a Fourth Convertible Debenture to YA II PN, Ltd. ("Yorkville") under a previously disclosed securities purchase agreement.
Key Financial Metrics
Debt Issuance:
- Instrument: Fourth Convertible Debenture
- Principal Amount: $5,000,000
- Gross Proceeds: Approximately $4,500,000 (reflecting a 10% original issue discount)
- Interest Rate: 5.0% annually (increases to 18.0% upon an uncured event of default)
- Maturity Date: September 15, 2026
Historical Context (Prior Issuance):
- On September 15, 2025, a $10,000,000 debenture was issued with gross proceeds of approximately $7,000,000.
- Total aggregate principal amount authorized under the Purchase Agreement: Up to $15,000,000.
Liquidity and Cash Flow:
- The filing does not provide current cash balance, total debt, or liquidity ratios.
- Monthly cash payments are not required unless an "Amortization Event" occurs.
Material Changes and Terms
Amortization Event Triggers:
Monthly cash payments (10% of principal + 5% premium + accrued interest) are triggered if:
- Daily VWAP is below the Floor Price ($1.16) for 5 of 7 consecutive trading days.
- More than 99% of the Common Stock available under the Exchange Cap is issued.
- Yorkville cannot use the Form S-1 registration statement for 20 consecutive trading days.
Conversion Terms:
- Conversion Price: Lower of $7.00 (Fixed Price) or 95% of the lowest daily VWAP over the preceding 5 trading days (Variable Price), subject to a Floor Price of $1.16.
- Exchange Cap: Conversion is limited to prevent the holder from beneficially owning more than 4.99% of outstanding Common Stock, unless stockholder approval is obtained.
Redemption Rights:
- The Company may redeem the debenture in cash if the VWAP is less than the Fixed Price ($7.00).
- Redemption amount includes principal, accrued interest, and a 10% redemption premium.
Guidance, Risks, and Contingencies
Management Commentary:
- The filing contains no forward-looking guidance, revenue outlook, or management commentary regarding future operations.
Risks and Contingencies:
- Dilution Risk: Conversion of the debenture will result in the issuance of Common Stock, subject to the Exchange Cap.
- Default Risk: Interest rates jump to 18.0% if an event of default occurs and remains uncured.
- Liquidity Contingency: Significant monthly cash outflows may be required if stock price performance triggers an Amortization Event.
- Regulatory Risk: Issuance of shares upon conversion is contingent on compliance with Nasdaq rules and the availability of the Form S-1 registration statement.
Investor Verification Checklist
- Verify the current daily VWAP of Innventure Common Stock relative to the $1.16 Floor Price and $7.00 Fixed Price to assess conversion and redemption likelihood.
- Confirm the status of the Form S-1 registration statement filed on October 23, 2025, to ensure Yorkville can resell Conversion Shares.
- Review the Company's current cash position to determine ability to service potential monthly amortization payments if triggered.
- Check for any existing events of default that would increase the interest rate to 18.0%.
- Assess the impact of the 4.99% beneficial ownership limit on the total number of shares Yorkville can currently convert.