secwatch / observer

Innventure, Inc. — fact timeline

Source-grounded facts extracted from Innventure, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

INV Innventure, Inc. JSON
Shareholder Votes

Innventure, Inc. shareholders approved To ratify the appointment of Withum Smith+Brown, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. at the 2026-06-17 meeting.

“Proposal 2 : To ratify the appointment of Withum Smith+Brown, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification was approved by vote of stockholders as follows: Votes For Votes Against Abstentions 53,604,019 50,044 252,733”
Shareholder Votes

Innventure, Inc. shareholders approved To elect three nominees to serve as Class II directors for a three-year term expiring at the 2029 annual meeting of stockholders. at the 2026-06-17 meeting.

“The voting results were as follows: Director Nominee Votes For Votes Withheld Broker Non-Votes Bruce Brown 31,623,445 3,658,598 18,624,753 James O. Donnally 32,998,141 2,293,902 18,624,753 Catriona Fallon 35,074,494 207,549 18,624,753”
Shareholder Votes

Innventure, Inc. shareholders approved Ratify the appointment of Withum Smith+Brown, P.C. as the independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-06-17 meeting.

“Proposal 2 : To ratify the appointment of Withum Smith+Brown, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification was approved by vote of stockholders as follows: Votes For Votes Against Abstentions 53,604,019 50,044 252,733”
Shareholder Votes

Innventure, Inc. shareholders approved Election of three Class II directors to serve until the 2029 annual meeting at the 2026-06-17 meeting.

“Proposal 1 : To elect three nominees to serve as Class II directors for a three-year term expiring at the 2029 annual meeting of stockholders. Each of the nominees listed below has been elected to serve as a Class II director on the Company’s board of directors for a three-year term expiring at the 2029 annual meeting of stockholders or until their respective successors are elected and qualify. The voting results were as follows: Director Nominee Votes For Votes Withheld Broker Non-Votes Bruce Brown 31,623,445 3,658,598 18,624,753 John Hewitt 32,998,141 2,293,902 18,624,753 Catriona Fallon 35,074,494 207,549 18,624,753”
Listing & Compliance Notices

Innventure, Inc. received a nasdaq noncompliance notice notice regarding audit committee (rules 5605(c)(2)(A)).

“April 30, 2026, following the resignation of Daniel Hennessy from the Company’s Board of Directors (the “Board”) and Audit Committee effective April 29, 2026, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) t”
Earnings Releases

Innventure, Inc. reported financial results for the quarter ended March 31, 2026.

“Innventure, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the first quarter ended March 31, 2026”

John Hewitt was appointed as Director at Innventure, Inc..

“On April 29, 2026, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed John Hewitt to fill the vacancy created by Mr. Hennessy's resignation, effective April 29, 2026.”

Daniel Hennessy resigned as Director at Innventure, Inc..

“Daniel Hennessy resigned from the Board and the Company's other committees effective as of April 29, 2026.”
Listing & Compliance Notices

Innventure, Inc. received a nasdaq deficiency notice notice regarding audit committee (rules 5605(c)(2)(A), 5606(c)(4)(B)).

“April 29, 2026. On April 29, 2026, the Company informed The Nasdaq Stock Market LLC (“Nasdaq”) that, as a result of Mr. Hennessy’s resignation from the Board and the Audit Committee, the Company was rendered noncompliant”
Earnings Releases

Innventure, Inc. reported financial results for the quarter and year ended December 31, 2025.

“On March 30, 2026, Innventure, Inc. (the “Company”) issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the fiscal year ended December 31, 2025, and certain other information.”
Material Agreements

Innventure, Inc. entered into Placement Agency Agreement with Titan Partners Group LLC, a division of American Capital Partners, LLC valued at 7.0% of aggregate proceeds as cash fee; expense reimbursement up to $100,000 (effective 2026-01-12).

“On January 12, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Placement Agent”), as the sole placement agent in connection with the Offering.”
Material Agreements

Innventure, Inc. entered into Securities Purchase Agreement with the purchasers party thereto valued at 11,428,572 shares of common stock at $0.0001 par value (effective 2026-01-12).

“on January 12, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers party thereto (the “Purchasers”).”
Equity Issuances

Innventure, Inc. issued convertible note to YA II PN, Ltd. (Yorkville) for principal amount of $5,000,000.

“On November 12, 2025, the Company issued a Convertible Debenture to Yorkville with a principal amount of $5,000,000 (the “Fourth Convertible Debenture”).”
Debt Financings

Innventure, Inc. incurred convertible notes of $5,000,000 with YA II PN, Ltd. (Yorkville) at annual rate of 5.0%, unless an event of default occurs and remains uncured, upon maturing September 15, 2026.

“On November 12, 2025, the Company issued a Convertible Debenture to Yorkville with a principal amount of $5,000,000 (the “Fourth Convertible Debenture”).”
Equity Issuances

Innventure, Inc. issued convertible note to YA II PN, Ltd. (Yorkville) for $10,000,000 in aggregate principal amount.

“stock, par value $0.0001 per share (the “Common Stock”) (as converted, the “Conversion Shares”). Pursuant to the Purchase Agreement, Yorkville purchased, and the Company issued, $10,000,000 in aggregate principal amount of Convertible Debentures (the “Third Convertible Debenture”) on the Agreement Date, upon satisfaction of certain closing conditions in the Purchase”
Auditor Changes

Innventure, Inc. engaged WithumSmith+Brown, PC as its auditor.

“(b) Engagement of New Independent Registered Public Accounting Firm On August 18, 2025, the Audit Committee of the Company approved the engagement of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and applicable interim periods. On August 18, 2025, Withum was engaged as the Company’s independent registered public accounting firm.”
Auditor Changes

Innventure, Inc. dismissed BDO USA, PC as its auditor.

“(a) Dismissal of Independent Registered Public Accounting Firm On August 18, 2025, the Audit Committee of the Board of Directors (the "Audit Committee") of Innventure, Inc. (the "Company") approved the dismissal of BDO USA, PC ("BDO") as the Company’s independent registered public accounting firm, effective immediately, and on August 19, 2025, the Company informed BDO of such dismissal.”
Debt Financings

Innventure, Inc. incurred convertible notes of $10,000,000 with YA II PN, Ltd. at annual rate of 18.0% maturing July 14, 2026.

“On May 15, 2025 (the “Second Closing Date”), the Company issued a Convertible Debenture to Yorkville with a principal amount of $10,000,000 (the “Second Convertible Debenture”).”
Debt Financings

Innventure, Inc. entered an off-balance-sheet arrangement for guarantee with YA II PN, Ltd..

“rm 8-K filed by Innventure, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on March 26, 2025 (the “Prior Form 8-K”), the Company entered into a securities purchase agreement (the “Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”), for the issuance and sale by the Company of convertible debentures (the “Convertible Debentures”) issuable in an aggregate principal amount of up to $30,000,000, which Convertible Debentures will be convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (as converted, the “Conversion Shares”).”
Debt Financings

Innventure, Inc. incurred convertible notes of $20,000,000 with YA II PN, Ltd. at 18.0% maturing July 14, 2026.

“On April 14, 2025 (the “First Closing Date”), the Company issued a Convertible Debenture to Yorkville with a principal amount of $20,000,000 (the “First Convertible Debenture”). The First Convertible Debenture will not bear interest unless an event of default occurs and remains uncured, upon which the First Convertible Debenture will bear interest at an annual rate of 18.0%. The First Convertible Debenture will mature on July 14, 2026 (the “Maturity Date”).”
Governance Changes

Innventure, Inc.: Learn CW and Holdco ceased to be shell companies upon consummation of business combination (effective 2024-10-02).

“On October 2, 2024, as a result of the consummation of the Business Combination, each of Learn CW and Holdco ceased to be a shell company.”
Governance Changes

Innventure, Inc.: Adopted new Code of Conduct effective October 2, 2024 (effective 2024-10-02).

“on October 2, 2024, the Board approved and adopted a new code of conduct applicable to all employees, officers and directors of the Company (the “Code of Conduct”).”
Governance Changes

Innventure, Inc.: Adopted Amended and Restated By-laws effective October 2, 2024 (effective 2024-10-02).

“By-laws of Innventure, Inc. (as amended and restated, the “By-laws”)”
Governance Changes

Innventure, Inc.: Adopted Amended and Restated Certificate of Incorporation effective October 2, 2024 (effective 2024-10-02).

“adopted the Amended and Restated Certificate of Incorporation of Innventure, Inc. (as amended and restated, the “Charter”)”
M&A Transactions

Innventure, Inc. underwent a change of control involving Learn CW Investment Corporation (closed 2024-10-02).

“On October 2, 2024 (the “Closing Date”), Learn CW Investment Corporation, a Cayman Islands exempted company (both prior to and after the Closing Date, “Learn CW”) and Innventure LLC, a Delaware limited liability company (“Innventure”), consummated the previously announced Business Combination”

Michael Amalfitano was appointed as member of the Board at Innventure, Inc..

“each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board”

Daniel J. Hennessy was appointed as member of the Board at Innventure, Inc..

“each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board”

Elizabeth Williams was appointed as member of the Board at Innventure, Inc..

“each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board”

Bruce Brown was appointed as member of the Board at Innventure, Inc..

“each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board”

James O. Donnally was appointed as member of the Board at Innventure, Inc..

“each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board”

Suzanne Niemeyer was appointed as member of the Board at Innventure, Inc..

“each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board”

David Yablunosky was appointed as member of the Board at Innventure, Inc..

“each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board”

Michael Otworth was appointed as member of the Board at Innventure, Inc..

“each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board”

Gregory W. Haskell was appointed as member of the Board at Innventure, Inc..

“each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board”

Robert Hutter departed as member of the Board at Innventure, Inc..

“Robert Hutter ceased to serve as a member of the Board”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.