Business Context and Reporting Period
Innventure, Inc. (the "Company") filed this Form 8-K on December 29, 2025, reporting the closing of a Series B funding round for its subsidiary, Accelsius Holdings LLC ("Accelsius"). The Company is incorporated in Delaware and trades on the Nasdaq Stock Market under the symbol "INV".
Key Financial Metrics
- Gross Proceeds: Approximately $40 million raised in the current closing.
- Investors: Legrand DPC, LLC ($30 million) and Johnson Controls, Inc. ($10 million).
- Units Issued: 822,195 Series B-1 Units to Legrand and 274,065 Series B-1 Units to Johnson Controls.
- Issue Price: $36.4877 per unit.
- Historical Context: This follows a prior $25 million investment from Johnson Controls on October 2, 2025.
- Use of Proceeds: General company purposes after deducting offering expenses.
Note: This filing does not provide consolidated revenue, profit, cash flow, margin, or debt figures for Innventure, Inc. or Accelsius.
Material Changes
- Capital Structure: Accelsius issued new Series B-1 Units, increasing its capital base by $40 million in this transaction.
- Corporate Governance: Accelsius amended its Operating Agreement to expand its Board of Directors to eight members.
- Board Representation: Legrand is entitled to designate one director (the "Legrand Director") as long as it beneficially owns at least 50% of its purchased Series B-1 Units.
- Veto Rights: The Legrand Director holds approval rights over "Preferred Decisions," including amendments adversely affecting Series B-1 rights, indebtedness exceeding $20 million, creation of senior units, and increases in authorized common units.
Outlook, Risks, and Unusual Items
- Strategic Partnerships: Accelsius expects to enter into multiple agreements with Legrand, including reseller, private label, joint development, supply, and contract manufacturing agreements.
- Investor Rights: Legrand and Johnson Controls received customary preemptive rights, rights of first refusal, co-sale rights, information rights, and registration rights.
- Securities Restrictions: The Series B-1 Units are unregistered and subject to transfer restrictions.
- Conversion Terms: Units are convertible into Accelsius Class A Common Units based on the Issue Price and Conversion Price, subject to adjustments.
Investor Verification Checklist
- Verify the total aggregate capital raised by Accelsius in 2025 ($65 million total including the October transaction).
- Review the specific terms of the "Preferred Decisions" requiring Legrand Director approval to understand governance constraints.
- Monitor the execution of the anticipated commercial agreements (reseller, supply, etc.) with Legrand for future revenue impact.
- Check for any dilution effects on existing Accelsius unit holders due to the conversion of Series B-1 Units.
- Confirm the status of the $20 million indebtedness threshold mentioned in the veto rights.