Innventure, Inc. 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01 Entry into a Material Definitive Agreement. On October 6, 2026, Innventure, Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Agreement”) with Lucid Capital Markets, LLC (“Lucid”). Pursuant to the terms of the Agreement, the Company may offer and sell through or to Lucid, from time to time and at its sole discretion, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $60,000,000 (the “Offering”). Subject to the terms and conditions of the Agreement, Lucid has agreed to use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations to sell from time to time the Common Stock so designated by the Company, acting as sales agent and/or as principal, in accordance with the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will issue any Common Stock pursuant to the Agreement, and there can be no assurance that Lucid will be successful in selling the shares of Common Stock pursuant to the Agreement. The sales of the Common Stock under the Agreement will be made by any method permitted by law that is deemed an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933 (the “Securities Act”), including sales made through the Nasdaq Stock Market, LLC (“Nasdaq”), or in privately negotiated transactions (subject to receipt of the Company’s prior written approval). The Agreement provides that the commission payable to Lucid for sales of Common Stock with respect to which Lucid acts as sales agent shall be equal to (i) 3.0% of the gross sales price of the first $15,000,000 of shares of Common Stock sold pursuant to the Agreement, and (ii) 2.17% of the gross sales price of the next $45,000,000 of shares of Common Stock sold pursuant to the Agreement. The commission payable to Lucid when Lucid acts as a principal shall be at a price agreed to between the parties. The Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and Lucid have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act an