424B3 1 ny20068127x4_424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-294419

PROSPECTUS

INNVENTURE, INC.

59,678,407 Shares of Common Stock

This prospectus relates to the issuance by Innventure, Inc., a Delaware corporation, of up to an aggregate of 18,386,688 shares of our common stock, par value $0.0001 per share (“Common Stock”) issuable upon the exercise of warrants to purchase shares of Common Stock, at an exercise price of $11.50 per share, which were converted from Learn CW Warrants (as defined in this prospectus) in connection with the Business Combination (as defined herein) (the “Innventure Warrants”). We will receive the proceeds from any exercise of any Innventure Warrants for cash, which amount of aggregate proceeds, assuming the cash exercise of all Innventure Warrants, would be $214.4 million. To the extent the Innventure Warrants are exercised on a cashless basis, we will not receive any proceeds in connection with such exercise. We believe the likelihood that warrant holders will exercise their Innventure Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock. If the Innventure Warrants are “out of the money,” meaning the exercise price is higher than the market price of our Common Stock, the holders thereof are not likely to exercise such Innventure Warrants.

This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (each a “Selling Stockholder” and, collectively, the “Selling Stockholders”), or their permitted transferees, of up to 41,291,719 shares of Common Stock. The shares of Common Stock to which this prospectus relates consist of (i) up to 3,260,175 shares of Common Stock that were issued and may be issued upon conversion of the Series B Preferred Stock; (ii) up to 16,244,741 shares that we may issue and sell to YA II PN, Ltd., a Cayman Islands exempted company (“Yorkville”), from time to time pursuant to the Standby Equity Purchase Agreement (the “SEPA”), dated October 24, 2023, entered into with Yorkville, subject to the ownership limitations described therein; (iii) 5,657,481 shares of Common Stock held by certain stockholders party to that certain Amended and Restated Registration Rights Agreement, dated October 2, 2024 (the “A&R Registration Rights Agreement”); (iv) 3,333,334 shares of Common Stock that may be issued upon exercise of warrants (the “2024 WTI Warrants”) to purchase Common Stock held by WTI Fund X, LLC and WTI Fund XI, LLC (together, the “WTI Holders”); (v) up to 8,480,518 shares of Common Stock that were issued and may be issued upon conversion of Series C Preferred Stock; (vi) up to 1,000,000 shares of Common Stock that may be issued upon exercise of warrants (the “2025 WTI Warrants”) to purchase Common Stock held by the WTI Holders; (vii) up to 3,250,470 shares of Common Stock issued and issuable pursuant to the terms of those certain subscription agreements (the “Subscription Agreements”), dated as of October 3, 2025, entered into with the certain institutions and accredited investors (the “Subscribers”), consisting of (a) 1,625,235 shares of Common Stock issued to the Subscribers and (b) 1,625,235 shares that may be issued upon exercise of warrants (the “Series A Warrants”) to purchase Common Stock held by the Subscribers; and (viii) 65,000 shares of Common Stock that were issued upon conversion of convertible debentures (the “Convertible Debentures”) issued to Yorkville pursuant to the securities purchase agreement, dated September 15, 2025 (the “Securities Purchase Agreement”), entered into with Yorkville. For more information on the Selling Stockholders, see the section entitled “Selling Stockholders.”

The Selling Stockholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices, prices related to prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of our Common Stock by the Selling Stockholders. However, we may receive (i) up to the remaining approximately $66.6 million in aggregate gross proceeds from sales of shares of Common Stock to Yorkville pursuant to the SEPA, from time to time after the date of the Registration Statement on Form S-3 (File No. 333-294419), which was originally filed by us with the Securities and Exchange Commission (the “SEC”) on March 18 2026 (the “Registration Statement”), that includes this prospectus and subject to the satisfaction of certain conditions in the SEPA, (ii) up to approximately $13.0 million of proceeds assuming the exercise of all Series A Warrants for cash, and (iii) de minimis gross proceeds upon exercise of the 2024 WTI Warrants and the 2025 WTI Warrants for cash. To the extent the Series A Warrants are exercised on a cashless basis, we will not receive any proceeds in connection with such exercise. We believe the likelihood that warrant holders will exercise their Series A Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock. If the Series A Warrants are “out of the money,” meaning the exercise price is higher than the market price of our Common Stock, the holders thereof are not likely to exercise such Series A Warrants. We will bear all costs, expenses and fees in connection with the registration of our Common Stock. The Selling Stockholders will bear all commissions, discounts and certain other limited expenses, if any, attributable to their respective sales of our Common Stock.

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Stockholders will issue, offer or sell, as applicable, any of the securities. The Selling Stockholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell the shares in the section entitled “Plan of Distribution.”

You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in our Common Stock.

Our Common Stock is listed on the Nasdaq Global Market (“NASDAQ”) under the symbol “INV.” On April 7, 2026, the last reported sales price of our Common Stock was $4.34 per share.

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

Investing in our Common Stock is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus and any risk factors described in any applicable prospectus supplement and in the documents we incorporate by reference.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 8, 2026.


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⁾	—	*

SEC Form 424B3 filed by Innventure Inc.