Innventure launches $60 million at-the-market stock offering

Innventure, Inc. (Nasdaq: INV) entered into an At The Market Offering Agreement with Lucid Capital Markets, LLC on October 6, 2026, authorizing the sale of up to $60,000,000 in common stock. The company filed the agreement with the U.S. Securities and Exchange Commission as part of a Current Report on Form 8-K, noting that the offering allows for flexible issuance based on market conditions and company discretion.

Under the terms of the agreement, Lucid will act as sales agent or principal, using commercially reasonable efforts to sell shares designated by Innventure. The commission structure for sales where Lucid acts as sales agent is tiered: 3.0% of the gross sales price for the first $15,000,000 in shares sold, and 2.17% for the next $45,000,000. When Lucid acts as a principal, the commission will be at a price agreed upon by the parties. The agreement permits termination by Innventure with five business days' written notice or by Lucid at any time.

Innventure stated that it expects to use the net proceeds for working capital and general corporate purposes. A primary objective is to execute a strategic transformation focusing on Accelsius Holdings LLC, a subsidiary of Innventure. If sufficient proceeds are available and necessary approvals are secured, the company also intends to acquire additional units of Accelsius. The company cautioned that there is no assurance it will issue any common stock under the agreement or that Lucid will successfully sell the shares.

The offering relies on Innventure's effective shelf registration statement on Form S-3, which was filed with the SEC on December 23, 2025, and declared effective on January 9, 2026. A prospectus supplement was filed with the SEC on October 6, 2026, in connection with the offering. Sales may be made through the Nasdaq Stock Market or in privately negotiated transactions subject to prior written approval from Innventure.

In a related disclosure under Item 3.02 of the filing, Innventure reported unregistered sales of equity securities to YA II PN, Ltd., also known as Yorkville. Between September 10, 2026, and October 1, 2026, the company issued and sold an aggregate of 2,454,689 shares of common stock to Yorkville at a weighted-average effective price of $0.6869 per share. These transactions generated aggregate cash proceeds of $1,686,192.79. The proceeds are generally expected to fund operating expenses and a portion of limited deferred payables and obligations for AeroFlexx and Refinity in the fourth quarter.

The shares were sold in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. On October 6, 2026, Innventure announced that it does not intend to issue any additional shares pursuant to its Standby Equity Purchase Agreement with Yorkville. The legal opinion regarding the legality of the issuance and sale of common stock in the new offering was provided by Jones Day.