Innventure Inc美股招股说明书(2025-11-12版)

This prospectus relates to the offer and sale from time to time by the selling securityholders named in thisprospectus (each a “Selling Stockholder” and, collectively, the “Selling Stockholders”), or their permittedtransferees, of up to 24,250,470 shares of the common stock, par value $0.0001 per share (“Common Stock”), ofInnventure, Inc., a Delaware corporation. The shares of Common Stock to which this prospectus relates consist of(i) up to 12,000,000 shares that may be issued upon conversion of convertible debentures (collectively, the“Convertible Debentures”) issued and issuable to YA II PN, Ltd., a Cayman Islands exempted company(“Yorkville”), pursuant to each of the securities purchase agreement, dated September15, 2025 (“SecuritiesPurchase Agreement”), and the securities purchase agreement, dated March25, 2025 (the “Existing PurchaseAgreement” and, together with the Securities Purchase Agreement, the “Purchase Agreements”), each enteredinto with Yorkville; (ii) up to 9,000,000 shares that we may issue and sell to Yorkville from time to time, subjectto certain limitations and conditions, pursuant to the Standby Equity Purchase Agreement (the “SEPA”), datedOctober24, 2023, entered into with Yorkville, in each case with respect to (i) and (ii) subject to the ownershiplimitations described therein; and (iii) 3,250,470 shares of Common Stock issued and issuable pursuant to theterms of those certain subscription agreements (the “Subscription Agreements”), dated as of October3, 2025,entered into with certain institutions and accredited investors (the “Subscribers”), consisting of (a) 1,625,235shares of Common Stock issued to the Subscribers and (b) 1,625,235 shares that may be issued upon exercise ofwarrants (the “SeriesA Warrants”) to purchase Common Stock held by the Subscribers. For more information onthe Selling Stockholders, see the section entitled “Selling Stockholders.” The Selling Stockholders may offer, sell or distribute all or a portion of the securities hereby registeredpublicly or through private transactions at prevailing market prices, prices related to prevailing market prices orat negotiated prices. We will not receive any of the proceeds from such sales of the shares of our Common Stockby the Selling Stockholders. However, we may receive (i) up to the remaining approximately $67.0million inaggregate gross proceeds from sales of shares of Common Stock to Yorkville pursuant to the SEPA, from time totime after the date of the registration statement that includes this prospectus and subject to the satisfaction ofcertain conditions in the SEPA and the Purchase Agreements, which impose additional limitations and conditionsupon our ability to access the SEPA, and (ii) de minimis gross proceeds upon exercise of the SeriesA Warrants, tothe extent such warrants are exercised for cash. We will bear all costs, expenses and fees in connection with theregistration of our Common Stock. The Selling Stockholders will bear all commissions, discounts and certainother limited expenses, if any, attributable to their respective sales of our Common Stock. Our registration of the securities covered by this prospectus does not mean that either we or the SellingStockholders will issue, offer or sell, as applicable, any of the securities. The Selling Stockholders may offer andsell the securities covered by this prospectus in a number of different ways and at varying prices. We providemore information about how the Selling Stockholders may sell the shares in the section entitled “Plan ofDistribution.” Our Common Stock is listed on the Nasdaq Global Market (“NASDAQ”) under the symbol “INV.” OnNovember11, 2025, the last reported sales price of our Common Stock was $4.08 per share. We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such,have elected to comply with certain reduced public company reporting requirements. Investing in our Common Stock is highly speculative and involves a high degree of risk. See “RiskFactors” beginning on page12. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representationto the contrary is a criminal offense. The date of this prospectus is November12, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSivPROSPECTUS SUMMARY1RISK FACTORS12USE OF PROCEEDS31MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS32BUSINESS49MANAGEMENT64EXECUTIVE AND DIRECTOR COMPENSATION OF INNVENTURE70CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS78DESCRIPTION OF SECURITIES87SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT92SELLING STOCKHOLDERS95SHARES ELIGIBLE FOR FUTURE SALE98PLAN OF DISTRIBUTION100EXPERTS101LEGAL MATTERS102WHERE YOU CAN FIND MORE INFORMATION102INDEX TO FINANCIAL STATEMENTSF-1 TABLE OF CONTENTS