Innventure Seeks Shareholder Nod for Major Yorkville Stock Issuance

TL;DR

**Innventure's proposed stock issuance to Yorkville is a massive dilution play; existing shareholders should brace for impact or vote against.**

AI Summary

Innventure, Inc. (INVLW) is seeking stockholder approval for the issuance of 20% or more of its common stock to YA II PN, LTD. (Yorkville) through two convertible debenture agreements: the September 2025 Convertible Debentures and the March 2025 Convertible Debentures. These proposals, if approved, will allow Innventure to issue a significant number of new shares, potentially diluting existing shareholders. As of October 14, 2025, there were 58,046,433 shares of common stock, 33,144 shares of Series B Preferred Stock, and 150,000 shares of Series C Preferred Stock outstanding and entitled to vote. Each Series B share carries 0.97 votes, and each Series C share carries 1.3 votes. The Board unanimously recommends voting FOR both share issuance proposals and the Adjournment Proposal, which would allow the company to solicit additional proxies if initial votes are insufficient. The Special Meeting is scheduled for December 2, 2025, to address these critical financing measures.

Why It Matters

This DEF 14A filing is crucial for Innventure investors as it outlines a significant potential dilution event. Approving the issuance of 20% or more of outstanding common stock to Yorkville could substantially impact per-share value and voting power for existing shareholders. For Innventure, securing this financing is likely vital for operational liquidity or strategic initiatives, but it comes at the cost of equity. In a competitive market, such financing structures often signal a company's need for capital, which can be viewed negatively if not accompanied by clear growth prospects or a strong turnaround plan.

Risk Assessment

Risk Level: high — The filing explicitly states that Innventure is seeking approval to issue '20% or more' of its issued and outstanding common stock for both the September 2025 and March 2025 Convertible Debentures. This significant potential issuance, totaling potentially over 40% of current outstanding shares, represents a high risk of substantial dilution for existing shareholders, impacting their ownership percentage and per-share value.

Analyst Insight

Investors should carefully evaluate the potential dilution from the proposed stock issuances to Yorkville. Consider voting 'against' Proposals 1 and 2 if you are concerned about the impact on your ownership stake and share value, or if you believe the terms are unfavorable. Review Innventure's latest financials (Form 10-K for fiscal year ended December 31, 2024) to understand the company's financial health and the necessity of this financing.

Key Numbers

• 20% — Minimum percentage of common stock to be issued (Applies to both September 2025 and March 2025 Convertible Debentures, indicating significant potential dilution.)
• 58,046,433 — Shares of Common Stock outstanding (As of October 14, 2025, entitled to one vote per share.)
• 33,144 — Shares of Series B Preferred Stock outstanding (As of October 14, 2025, entitled to 0.97 votes per share.)
• 150,000 — Shares of Series C Preferred Stock outstanding (As of October 14, 2025, entitled to 1.3 votes per share.)
• December 2, 2025 — Date of Special Meeting (When stockholders will vote on the proposals.)
• October 14, 2025 — Record Date for voting (Determines stockholders eligible to vote at the Special Meeting.)
• 29,136,792 — Votes required for a quorum (Represents a majority of the total voting power of outstanding capital stock.)

Key Players & Entities

• Innventure, Inc. (company) — Registrant seeking proxy approval
• YA II PN, LTD. (company) — Recipient of potential stock issuance (Yorkville)
• Suzanne Niemeyer (person) — General Counsel of Innventure, Inc.
• Securities and Exchange Commission (regulator) — Governing body for SEC filings
• Nasdaq Global Market (regulator) — Exchange where Innventure is listed
• Equiniti Trust Company, LLC (company) — Transfer agent for Innventure, Inc.
• $0.0001 (dollar_amount) — Par value per share for Common, Series B, and Series C Preferred Stock
• $10.00 (dollar_amount) — Original Issue Price for Series B and Series C Preferred Stock
• $10.35 (dollar_amount) — Minimum Price for Series B Preferred Stock conversion
• $7.72 (dollar_amount) — Minimum Price for Series C Preferred Stock conversion

FAQ

Risk Factors

• Significant Dilution from Share Issuance [high — financial]: The company is seeking approval to issue 20% or more of its common stock through two convertible debenture agreements with Yorkville. This could lead to substantial dilution for existing shareholders if approved.
• Dependence on Convertible Debentures [high — financial]: Innventure's financing strategy appears heavily reliant on convertible debentures, specifically with Yorkville. The success of these proposals is critical for the company's continued operations and growth.
• Stockholder Approval Requirement [high — legal]: The issuance of 20% or more of the company's stock requires stockholder approval under exchange listing rules. Failure to obtain this approval could prevent the company from accessing necessary capital.

Industry Context

Innventure operates in a sector that often relies on strategic financing to fuel innovation and growth. Companies in this space frequently utilize debt instruments like convertible debentures to secure capital, though this can introduce dilution risks for existing shareholders. The competitive landscape necessitates access to funding for research, development, and market expansion.

Regulatory Implications

The proposed issuance of 20% or more of the company's outstanding common stock triggers specific disclosure and approval requirements under exchange listing rules. Failure to obtain stockholder approval could lead to non-compliance with these rules, potentially impacting the company's stock exchange listing.

What Investors Should Do

1. Review the details of the September 2025 and March 2025 Convertible Debentures.
2. Evaluate the potential dilution from the proposed share issuances.
3. Consider the company's rationale for seeking this financing.
4. Vote on the Adjournment Proposal.

Key Dates

• 2025-12-02: Special Meeting of Stockholders — Stockholders will vote on critical financing proposals, including the issuance of new shares to Yorkville and potential adjournment.
• 2025-10-14: Record Date for Voting — Determines which stockholders are eligible to vote at the Special Meeting.
• 2025-10-20: Mailing of Proxy Materials — Informs stockholders about the upcoming meeting and proposals, allowing time for review and voting.
• 2025-09-01: September 2025 Convertible Debentures Agreement — One of the agreements that necessitates stockholder approval for share issuance.
• 2025-03-01: March 2025 Convertible Debentures Agreement — The other agreement requiring stockholder approval for share issuance.

Glossary

DEF 14A

A definitive proxy statement filed with the SEC by a company to solicit shareholder votes on important corporate matters. (This document contains the information shareholders need to make informed decisions about the proposed share issuances.)

Convertible Debentures

Debt instruments that can be converted into a predetermined amount of the issuer's equity (common stock). (These are the financial instruments through which Innventure plans to issue new shares to Yorkville.)

Dilution

The reduction in the ownership percentage of a company's shares that results from the issuance of new shares. (The proposed share issuances are expected to cause significant dilution to existing shareholders.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (October 14, 2025, is the record date for Innventure's Special Meeting.)

Street Name

Refers to shares held by a broker or other nominee on behalf of the beneficial owner, rather than being registered directly in the owner's name. (Explains how different types of shareholders (record vs. beneficial) will receive proxy materials and vote.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (A quorum of 29,136,792 votes is required for the Special Meeting to be valid.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial data from a previous annual report. The primary focus is on upcoming proposals related to financing and share issuance, rather than a review of past financial performance. Key metrics such as revenue, net income, and margins are not presented in this document for comparison.

Key Financial Figures

• $0.0001 — 6,433 shares of common stock, par value $0.0001 per share ("Common Stock"), outstanding
• $10 — (i) the Original Issue Price, which is $10.00, divided by (ii) $10.35, which is th
• $7 — Price, which is $10.00, divided by (ii) $7.72, which is the Minimum Price (which s

Filing Documents

• ny20054388x2_def14a.htm (DEF 14A) — 305KB
• ny20054388x2_pc01.jpg (GRAPHIC) — 552KB
• ny20054388x2_pc02.jpg (GRAPHIC) — 507KB
• sig_sniemeyer.jpg (GRAPHIC) — 11KB
• 0001140361-25-038666.txt ( ) — 1780KB

From the Filing

DEF 14A 1 ny20054388x2_def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under 240.14a-12 INNVENTURE, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 TABLE OF CONTENTS NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To be held on December 2, 2025 Notice is hereby given that a Special Meeting of Stockholders (the "Special Meeting") of Innventure, Inc. (the "Company," "Innventure," "us," "we," and "our") will be held on Tuesday, December 2, 2025 at 2:00 p.m., Eastern Time, via a live webcast on the Internet. Stockholders will be able to virtually attend the Special Meeting online and vote their shares electronically during the Special Meeting by visiting www.virtualshareholdermeeting.com/INV2025SM. At our Special Meeting, our stockholders will be asked to: 1. Approve the issuance of 20% or more of the Company's issued and outstanding common stock as of September 15, 2025, pursuant to the September 2025 Convertible Debentures (as defined in the Proxy Statement) with YA II PN, LTD. ("Yorkville") ("Proposal 1"); 2. Approve the issuance of 20% or more of the Company's issued and outstanding common stock as of March 25, 2025, pursuant to the March 2025 Convertible Debentures (as defined in the Proxy Statement) with Yorkville ("Proposal 2" and, together with Proposal 1, the "Yorkville Proposals"); 3. Approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Yorkville Proposals (the "Adjournment Proposal"); and 4. Transact any other business that may properly come before the Special Meeting or any adjournment or postponement thereof. Stockholders are referred to the accompanying proxy statement (the "Proxy Statement") for more detailed information with respect to the matters to be considered at the Special Meeting. The Board has fixed the close of business on October 14, 2025, as the record date (the "Record Date") for determining the stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournments thereof. Only stockholders of record at the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Special Meeting or any adjournments thereof. The date of mailing this notice of special meeting (the "Notice") and Proxy Statement is on or about October 20, 2025. As further described in the proxy materials for the Special Meeting, stockholders are invited to attend the Special Meeting via the live webcast on the Internet. Even if you plan to attend, we encourage you to vote in advance of the meeting. You may cast your vote via: Internet Mail www.proxyvote.com mark, sign, date & return your proxy card Phone Live at the virtual Special Meeting 1-800-690-6903 www.virtualshareholdermeeting.com/INV2025SM Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on December 2, 2025: Pursuant to the rules of the Securities and Exchange Commission, with respect to the Special Meeting, we have elected to utilize the "full set delivery" option of providing paper copies of all of our proxy materials by mail. The Notice and Proxy Statement are also available free of charge at www.proxyvote.com. Investor Relations Innventure, Inc. 6900 Tavistock Lakes Boulevard, Suite 400 Orlando, Florida 32827 investorrelations@innventure.com By order of the Board of Directors, Suzanne Niemeyer General Counsel TABLE OF CONTENTS TABLE OF CONTENTS Page GENERAL INFORMATION ABOUT THE SPECIAL MEETING AND VOTING 1 PROPOSAL ONE—SEPTEMBER 2025 CONVERTIBLE DEBENTURES SHARE ISSUANCE PROPOSAL 6 Background 6 Reasons for Seeking Stockholder Approval 7 Effect on Current Stockholders 8 Consequences of Non-Approval 8 Board Recommendation 8 Vote Required 8 PROPOSAL TWO—MARCH 2025 CONVERTIBLE DEBENTURES SHARE ISSUANCE PROPOSAL 9 Background 9 Reasons for Seeking Stockholder Approval 10 Effect on Current Stockholders 11 Consequences of Non-Approva

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