S-3/A 1 ny20068127x2_s3a.htm S-3/A

As filed with the Securities and Exchange Commission on April 1, 2026

Registration No 333-294419

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INNVENTURE, INC.

(Exact name of registrant as specified in its charter)

6900 Tavistock Lakes Blvd, Suite 400

Orlando, Florida 32827

(321) 209-6787

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gregory W. Haskell

Innventure, Inc.

6900 Tavistock Lakes Blvd, Suite 400

Orlando, Florida 32827

(321) 209-6787

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Joel T. May

Thomas L. Short

Jones Day

1221 Peachtree Street, N.E., Suite 400

Atlanta, Georgia 30361

Tel: (404) 521-3939

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐


TABLE OF CONTENTS			i
ABOUT THIS PROSPECTUS			ii
PROSPECTUS SUMMARY			1
RISK FACTORS			8
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			9
USE OF PROCEEDS			11
DESCRIPTION OF SECURITIES			12
SELLING STOCKHOLDERS			17
PLAN OF DISTRIBUTION			24
LEGAL MATTERS			26
EXPERTS			26
WHERE YOU CAN FIND ADDITIONAL INFORMATION			27
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			28


Name of Selling Stockholder	Number of Shares of Common Stock Beneficially Owned Prior to Offering	Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus	Number of Shares of Common Stock Beneficially Owned After Offering	Percent of Common Stock Beneficially Owned After Offering
Michael and Kristin Haughton	61,192⁽⁷⁾	61,192	—	*
Kaitlan Hawkins	33,832⁽⁸⁾	4,078	29,754	*
Dr. Chi Lim	70,221⁽⁹⁾	14,860⁽⁴⁾	59,209	*
Vikash Patel	10,198⁽¹⁰⁾	10,198	—	*
Charles Alan Runyan	150,546⁽¹¹⁾	61,192	89,354	*
Matthew and Holly Sellers	60,949⁽¹²⁾	22,290⁽⁴⁾	44,429	*
Frank M Shaw	96⁽¹³⁾	96	—	*
Commonwealth Asset Management Global Macro Master Fund Ltd.	1,529,836⁽¹⁴⁾	1,529,836	—	*
Javid Mu'az Baksh Living Trust dated December 9, 2014	22,026⁽¹⁵⁾	29,719⁽⁴⁾	—	*
SP3 Investments LLC	169,321⁽¹⁶⁾	20,396	148,925	*
TDC Ventures, LP	694,308⁽¹⁷⁾	101,988	592,320	*
The Irrevocable Aloha Trust	1,741,143⁽¹⁸⁾	203,978	1,537,165	1.9%
William J Stephan Revocable Trust	10,198⁽¹⁹⁾	10,198	—	*
SEPA and Convertible Debentures
YA II PN, Ltd.	65,000⁽²⁰⁾	16,309,741⁽²¹⁾	—	*
A&R Registration Rights Agreement
Peter Relan⁽²²⁾	30,000	30,000	—	*
Ellen Levy⁽²³⁾	30,000	30,000	—	*
Daniel J Hennessy⁽²⁴⁾	738,790	738,790	—	*
AFT Investments LLC⁽²⁵⁾	249,572	249,572	—	*
Learn Capital, LLC⁽²⁶⁾	1,125,243	1,125,243	—	*
VJAM LLC⁽²⁷⁾	63,299	63,299	—	*
Other
WTI Fund X, LLC	1,121,287	3,250,000⁽²⁸⁾	—	*
WTI Fund XI, LLC	373,762	1,083,334⁽²⁹⁾	—	*
Holders of Series C Preferred Stock
Ascent X Innventure TC, A Series of Ascent X Innventure, LP	3,541,685⁽³⁰⁾	250,000	3,291,685	4.1%
Casata Investments LLC	200,000⁽³¹⁾	200,000	—	*
Crown Global Life Insurance LTD IRO Separate Account 30286	106,180⁽³²⁾	146,933⁽³³⁾	—	*
Glockner Family Venture Fund, LP	4,680,272⁽³⁴⁾	3,940,706	739,566	1.0%
Grail Partners LLC	326,112⁽³⁵⁾	326,112	—	*
Michael Otworth	3,492,607⁽³⁶⁾	228,322	3,264,275	4.1%
Neil Eichelberger 2021 Irrevocable Trust	2212,360⁽³⁷⁾	293,866⁽³³⁾	—	*
PIPE Investment
Matthew Briggs	25,000	50,000⁽³⁸⁾	—	*
CastleKnight Master Fund LP	3,086,416	2,400,000⁽³⁹⁾	686,416	*
DOMMFT Investments LLC	50,000	100,000⁽⁴⁰⁾	—	*
Edward P. Hoffman	8,400	16,800⁽⁴¹⁾	—	*
Jacob Mermelstein	16,000	32,000⁽⁴²⁾	—	*
Erick and Wendi Kuebler	8,334	16,668⁽⁴³⁾	—	*
David R. Lipton	4,167	8,334⁽⁴⁴⁾	—	*
Marvin Mermelstein Descendants’ Trust	50,000	100,000⁽⁴⁵⁾	—	*
Rappaport Ventures LLC	35,000	70,000⁽⁴⁶⁾	—	*


Securities and Exchange Commission Registration Fee**			$4.20
Legal Fees and Expenses			$*
Accounting Fees and Expenses			$*
Printing Fees and Miscellaneous Expenses			$*
Total			$*


Exhibit Number			Description of Document
2.1+			Business Combination Agreement, dated as of October 24, 2023, by and among Learn SPAC Holdco, Inc., Learn CW Investment Corporation, LCW Merger Sub, Inc., Innventure LLC and Innventure Merger Sub, LLC (incorporated by reference to Annex A to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024)
4.1			Amended and Restated Certificate of Incorporation of Innventure, Inc., filed with the Secretary of State of Delaware on October 2, 2024 (incorporated by reference to Exhibit 3.1 to Innventure, Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024)
4.2			Certificate of Designation of Series B Preferred Stock of Innventure, Inc., filed with the Secretary of State of State of Delaware on October 2, 2024 (incorporated by reference to Exhibit 3.3 to Innventure, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025)
4.3			Certificate of Designation of Series C Preferred Stock of Innventure, Inc., filed with the Secretary of State of Delaware on March 24, 2025 (incorporated by reference to Exhibit 3.1 to Innventure, Inc.’s Current Report on Form 8-K filed with the SEC on March 25, 2025)
4.4			Form of Innventure LLC Series 1 Promissory Note (incorporated by reference to Exhibit 4.3 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024)
4.5			Form of Accelsius Holdings LLC Convertible Promissory Note (incorporated by reference to Exhibit 4.4 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024)
4.6			Secured Convertible Note and Warrant Purchase Agreement, dated as of June 3, 2021, by and among Innventus ESG Fund I, L.P., AeroFlexx, LLC, and the Investors party thereto (incorporated by reference to Exhibit 4.5 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024)
4.7			Amended and Restated Secured Convertible Promissory Note and Warrant Purchase Agreement, dated as of July 31, 2021, by and among Innventus ESG Fund I, L.P., AeroFlexx, LLC, and the Investors party thereto (incorporated by reference to Exhibit 4.6 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024)
4.8			Form of Innventure Class B Warrant Cashless Exercise Description and Acknowledgment Letter (incorporated by reference to Exhibit 4.8 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024)
4.9^			Warrant to Acquire Securities of Innventure, Inc., dated October 22, 2024, issued to WTI Fund X, LLC (incorporated by reference to Exhibit 4.1 to Innventure, Inc.’s Current Report on Form 8-K filed with the SEC on October 23, 2024)
4.10^			Warrant to Acquire Securities of Innventure, Inc., dated October 22, 2024, issued to WTI Fund XI, LLC (incorporated by reference to Exhibit 4.2 to Innventure, Inc.’s Current Report on Form 8-K filed with the SEC on October 23, 2024)
4.11^			Warrant to Acquire Securities of Innventure, Inc., issued to WTI Fund X, LLC on April 14, 2025 (incorporated by reference to Exhibit 4.2 to Innventure, Inc.’s Current Report on Form 8-K filed with the SEC April 14, 2025)
4.12^			Warrant to Acquire Securities of Innventure, Inc., issued to WTI Fund XI, LLC on April 14, 2025 (incorporated by reference to Exhibit 4.3 to Innventure, Inc.’s Current Report on Form 8-K filed with the SEC on April 14, 2025)
4.13			Registration and Shareholder Rights Agreement, dated October 12, 2021, by and among Learn CW Investment Corporation, the Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.4 to Learn CW Investment Corporation’s Current Report on Form 8-K filed with the SEC on October 14, 2021)
4.14			Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to Innventure, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2025)
5.1**			Opinion of Jones Day
5.2			Opinion of Jones Day (incorporated by reference to Exhibit 5.1 to Innventure, Inc.’s Registration Statement on Form S-1 (File No. 333-282971) filed with the SEC on April 15, 2025)
5.3			Opinion of Jones Day (incorporated by reference to Exhibit 5.1 to Innventure, Inc.’s Registration Statement on Form S-1 (File No. 333-286558) filed with the SEC on April 15, 2025)


Signature	Title	Date

/s/ Gregory W. Haskell	Chief Executive Officer and Director (Principal Executive Officer)	April 1, 2026
Gregory W. Haskell		April 1, 2026

/s/ David Yablunosky	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	April 1, 2026
David Yablunosky		April 1, 2026

*	Executive Chairman and Director	April 1, 2026
Michael Otworth	Executive Chairman and Director	April 1, 2026

/s/ Suzanne Niemeyer	General Counsel and Director	April 1, 2026
Suzanne Niemeyer	General Counsel and Director	April 1, 2026

*	Director	April 1, 2026
James O. Donnally	Director	April 1, 2026

*	Director	April 1, 2026
Bruce Brown	Director	April 1, 2026

*	Director	April 1, 2026
Elizabeth Williams	Director	April 1, 2026

*	Director	April 1, 2026
Daniel J. Hennessy	Director	April 1, 2026

*	Director	April 1, 2026
Michael Amalfitano	Director	April 1, 2026

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification Number)

Amendment: SEC Form S-3/A filed by Innventure Inc.