Innventure, Inc. 8-K

What Happened

• Innventure, Inc. announced a registered public offering of 11,428,572 shares of its common stock. On January 12, 2026 the company entered into a Securities Purchase Agreement with the purchasers and a Placement Agency Agreement with Titan Partners Group LLC as sole placement agent. The offering closed on January 14, 2026. The offering was made under the Company’s effective Form S-3 registration statement (No. 333-292427).

Key Details

• Shares offered: 11,428,572 shares of common stock; offering closed January 14, 2026.
• Placement agent: Titan Partners Group LLC; cash fee equals 7.0% of aggregate proceeds plus reimbursement of documented out-of-pocket expenses (counsel fees limited to $100,000).
• Lock-up: Company and its executive officers and directors agreed to 30-day restrictions on issuing/selling common stock and equivalents after closing, subject to customary exceptions.
• Legal: Jones Day provided a legal opinion on the validity of the shares; related press releases issued January 12 and January 14, 2026.

Why It Matters

• This offering increases the number of shares outstanding and is potentially dilutive to existing shareholders; net proceeds will be reduced by the placement agent fee and allowable expense reimbursements.
• The 30-day lock-up limits near-term insider selling, which can be relevant to short-term share supply and market reaction.
• Investors should watch for how the company intends to use the proceeds (not specified in the 8-K) and for any further disclosures about offering price or the total net proceeds.