Innventure Inc美股招股说明书(2026-01-20版)

This prospectus supplement updates, amends and supplements the prospectus dated November 12, 2025 (the “Prospectus”), whichforms a part of our Registration Statement on Form S-1 (Registration No. 333-291034) and is being filed to update, amend andsupplement the information included in the Prospectus with information contained in (i) our Current Report on Form 8-K filed withthe Securities and Exchange Commission (the “SEC”) on January 14, 2026 and (ii) our Current Report on Form 8-K filed with theSEC on January 20, 2026 (collectively, the “Current Reports”). Accordingly, we have attached the Current Reports to this 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 this 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 January 16, 2026, the closing price of our Common Stock was $3.75 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 or The date of this prospectus supplement is January 20, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2026 Innventure, Inc. (Exact name of registrant as specified in its charter) (321) 209-6787 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)) 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 1.01Entry into a Material Definitive Agreement. Securities Purchase Agreement In connection with an SEC-registered public offering (the “Offering”) of 11,428,572 shares (the “Shares”) of the common stock, $0.0001 par valueper share (the “Common Stock”), of Innventure, Inc. (the “Company”), on January 12, 2026, the Company entered into a Securities PurchaseAgreement (the “Purchase Agreement”) with the purchasers party thereto (the “Purchasers”). The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customaryindemnification rights and obligations of the parties. Pursuant to the Purchase Agreement, and subject to certain exceptions, the Company has agreedto certain restrictions on the issuance and sale of the Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) duringthe 30-day period following the closing of the Offering. In addition, the Company’s executive officers and directors entered into lock-up agreements The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-292427) (the “RegistrationStatement”), which was filed with the Securities and Exchange Commission (the “SEC”) on December 23, 2025 and declared effective by the SEC onJanuary 9, 2026, as supplemented by a prospectus supplement, dated January 12, 2026, filed with the SEC on January 14, 2026. Placement Agency Agreement On January 12, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Titan Partners GroupLLC, a division of American Capital Partners, LLC (the “Placement Agent”), as the sole placement agent in connection with the Offering. TheOffering was conducted on a reasonable "best efforts" basis and closed on January 14, 2026. The Company agreed to pay the Placement Agent a fee in cash equal to 7.0% of the aggregate proceeds from the sale of the Shares to the Purchasers.The Company also agreed to reimburse the Placement Agent for all reasonable and documented out-of-pocket expenses, including the accountablefees of counsel, not to exceed $100,000. The Placement Agency Agreement contains cust