innventure inc美股招股说明书(2025-10-07版)

Prospectus Supplement No. 8(To Prospectus dated April 23, 2025) INNVENTURE, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 23, 2025 (the “Prospectus”), which forms apart of the Post-Effective Amendment to the Registration Statement on Form S-1 (Registration No. 333-282971) and is being filed toupdate, amend and supplement the information included in the Prospectus with information contained in our Current Report on Form8-K which was filed with the SEC on October 6, 2025 (the “Current Report”). Accordingly, we have attached the Current Report tothis prospectus supplement. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meaningsspecified in the Prospectus. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep thisprospectus supplement with your Prospectus for future reference. Shares of our common stock, par value $0.0001 per share (our “Common Stock”), are listed on The Nasdaq Stock Market, LLC underthe symbol “INV.” On October 6, 2025, the closing price of our Common Stock was $4.95 per share. Investing in our securities involves risks that are described in the “Risk Factors” section of the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under theProspectus or this prospectus supplement or determined if the Prospectus or this prospectus supplement is truthful orcomplete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is October 7, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 CURRENT REPORTPursuant to Section 13 OR 15(d)of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):October 2, 2025 Innventure, Inc. (Exact name of registrant as specified in its charter) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 1.01.Entry into a Material Definitive Agreement. Innventure Private Placement On October 3, 2025, Innventure, Inc. (the “Company”) entered into subscription agreements (the “Subscription Agreements”) withcertain investors (the “Investors”), pursuant to which the Company agreed to sell to the Investors, in a private placement, an aggregateof 1,625,235 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and Series A warrants topurchase an aggregate of 1,625,235 shares of Common Stock (the “Series A Warrants,” and the shares of Common Stock issuableupon exercise of the Series A Warrants, the “Warrant Shares”) at a price of $6.00 per share of Common Stock and one Series AWarrant (the “Offering”). The Series A Warrants have an exercise price of $8.00 per share, will be exercisable any time on or afterApril 6, 2026 (the calendar day following the six month anniversary of the date of issuance), will expire on October 3, 2030 and areredeemable by the Company at a price of $0.01 per Series A Warrant if the last sales price of the Common Stock has been equal to orgreater than $15.00 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) for any twenty(20) trading days within a thirty (30) trading day period commencing after the Series A Warrants become exercisable. The sales of thesecurities pursuant to the Subscription Agreements closed on October 3, 2025. The gross proceeds to the Company from the Offeringare approximately $9.75 million before deducting fees and other estimated offering expenses. As part of the Subscription Agreements, the Company is