# Innventure, Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Innventure, Inc.](/companies/inv.md) (CIK 2001557)
- Form: 10-Q
- Filed: 2025-05-15
- Accepted by EDGAR: May 15, 2025, 16:08 ET
- Period: 2025-03-31
- Accession: 0001628280-25-025892
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/2001557/000162828025025892/innv-20250331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/2001557/000162828025025892/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $224.0k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-01-01 to 2025-03-31 | $184.0k | us-gaap:CostOfGoodsAndServicesSold |
| Research and development | 3 months, 2025-01-01 to 2025-03-31 | $6.3m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | −$261.2m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-01-01 to 2025-03-31 | $1.8m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | −$1.4m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | −$143.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | −$3.10 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | −$3.10 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 46,252,922 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | −$14.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $917.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2025-01-01 to 2025-03-31 | $26.0k | us-gaap:PaymentsOfDividends |
| Current assets | at 2025-03-31 | $10.3m | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $660.4m | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $47.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $105.9m | us-gaap:Liabilities |
| Long-term debt | at 2025-03-31 | $12.3m | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2025-03-31 | $261.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 35,473 characters.

*Unless the context otherwise requires, references in this section to “we”, “us” and “our” refer to the business and operations of Innventure LLC and its consolidated subsidiaries prior to the Business Combination, which became the business of the Company and its subsidiaries following the consummation of the Business Combination. Unless otherwise indicated, all dollar amounts (“$”) are expressed in thousands.*

*The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our and our predecessor’s, as applicable, unaudited condensed consolidated financial statements and related notes as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 included in Item 1 of this Form 10-Q and our predecessor’s, as applicable, audited consolidated financial statements and related notes as of and for the years ended December 31, 2024 and 2023 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“Form 10-K”). This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below in this section and those discussed in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward–Looking Statements” included elsewhere in this Form 10-Q and in the Form 10-K. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.*

### Overview

Innventure founds, funds, and operates companies with a focus on transformative, sustainable technology solutions that we acquire or license from technology innovators, which are typically MNCs with the intent to maximize values for investors and other stakeholders through positive cash flow generated through holding long term positions in our Operating Companies. Refer to Item 1. Business of the Form 10-K for a detailed discussion of our business activities.

### Segments

Based on the allocation of resources and assessment of financial performance by our Chief Executive Officer (who has been determined to be our Chief Operating Decision Maker), we have identified one reportable segment: Technology. The Company’s remaining operations are not reportable segments and are classified as “Other.” “Other” primarily includes the Company’s remaining operations consisting of Innventure’s original platform business, service activities, Refinity and equity method investment activities.

### The Business Combination

On October 24, 2023, Learn CW and Innventure LLC entered into a Business Combination Agreement with Holdco, LCW Merger Sub and Innventure Merger Sub. On September 30, 2024, the stockholders of Learn CW approved the Business Combination, and the Business Combination closed on the Closing Date. The Business Combination has been accounted for using the acquisition method of accounting. The Company determined the accounting acquirer to be Holdco. Accordingly, the Company recorded assets acquired, liabilities assumed and non-controlling interest at their acquisition date fair values and recognized goodwill.

As a consequence of the Business Combination, Innventure, Inc. is the successor to an SEC-registered and Nasdaq-listed company which will require Innventure to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Innventure is incurring additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

Innventure’s future results of consolidated operations and financial position may not be comparable to historical results as a result of the Business Combination.

**Results of Operations for the three months ended March 31, 2025 (Successor) and three months ended March 31, 2024 (Predecessor) (in thousands, except as otherwise noted)**

To reflect the application of different bases of accounting as a result of the Business Combination, the tables provided below separate the Company’s results via a black line into two distinct periods as follows: (1) three months ended March 31, 2024 (labeled “Predecessor”) and (2) three months ended March 31, 2025 (labeled “Successor”).

|  | Successor Three months ended March 31, 2025 ($) | Predecessor Three months ended March 31, 2024 ($) | Change ($) | (%) |
| --- | ---: | ---: | ---: | ---: |
| **Revenue** | $224 | $224 | $— | —% |
| **Operating Expenses** |  |  |  |  |
| Cost of sales | 184 | — | 184 | nil |
| General and administrative | 19,676 | 7,904 | 11,772 | 148.9% |
| Sales and marketing | 2,096 | 1,183 | 913 | 77.2% |
| Research and development | 6,253 | 1,669 | 4,584 | 274.7% |
| Goodwill impairment | 233,213 | — | 233,213 | nil |
| **Total Operating Expenses** | **261,422** | **10,756** | **250,666** | **2,330.5%** |
| **Loss from Operations** | **(261,198)** | **(10,532)** | **(250,666)** | **2,380.0%** |
| **Non-operating (Expense) and Income** |  |  |  |  |
| Interest expense, net | (1,538) | (405) | (1,133) | 279.8% |
| Net gain on investments | — | 5,189 | (5,189) | (100.0)% |
| Net loss on investments - due to related parties | — | (186) | 186 | (100.0)% |
| Change in fair value of financial liabilities | 16,429 | (478) | 16,907 | (3,537.0)% |
| Equity method investment (loss) gain | (6,756) | 5 | (6,761) | (135,220.0)% |
| Realized gain on conversion of available for sale investment | 1,507 | — | 1,507 | nil |
| Loss on extinguishment of related party debt | (3,538) | — | (3,538) | nil |
| Loss on conversion of promissory notes | — | (1,119) | 1,119 | (100.0)% |
| Miscellaneous other income | 21 | — | 21 | nm\* |
| **Total Non-operating Income** | **6,125** | **3,006** | **3,119** | **103.8%** |
| Income tax benefit | (1,399) | — | (1,399) | nm\* |
| **Net Loss** | **(253,674)** | **(7,526)** | **(246,148)** | **3,270.6%** |
| Less: net loss attributable to |  |  |  |  |
| Non-redeemable non-controlling interest | (110,677) | (2,307) | (108,370) | 4,697.4% |
| **Net Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders** | **(142,997)** | **(5,219)** | **(137,778)** | **2,639.9%** |
| **Other comprehensive loss, net of taxes:** |  |  |  |  |
| Unrealized loss on available for sale debt securities - related party | (880) | — | (880) | nil |
| Reclassification of realized gain on conversion of available for sale investments | (1,507) | — | (1,507) | nil |
| **Total other comprehensive loss, net of taxes** | **(2,387)** | **—** | **(2,387)** | **nil** |
| **Total comprehensive loss, net of taxes** | **(256,061)** | **(7,526)** | **(248,535)** | **3,302.4%** |
| Less: comprehensive loss attributable to |  |  |  |  |
| Non-redeemable non-controlling interest | (110,677) | (2,307) | (108,370) | 4,697.4% |
| **Net Comprehensive Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders** | **$(145,384)** | **$(5,219)** | **$(140,165)** | **2,685.7%** |

#### \* not meaningful

### Revenue

Revenue was $224 for the three months ended March 31, 2025 (Successor) and $224 for the three months ended March 31, 2024 (Predecessor), showing no change period over period. Revenue was consistent as it was substantially comprised of predetermined management fee income period over period.

### Cost of sales

Cost of sales was $184 for the three months ended March 31, 2025 (Successor) and nil for the three months ended March 31, 2024 (Predecessor), an increase of $184. The increase relates primarily to inventory write-offs.

### General and administrative

General and administrative expense was $19,676 for the three months ended March 31, 2025 (Successor) and $7,904 for the three months ended March 31, 2024 (Predecessor), an increase of $11,772, or 148.9%. The increase in expenditure was primarily attributed to an increase in professional services, legal fees and consulting fees of $2,000, amortization expense resulting from the intangibles acquired in the Business Combination of $2,240, increased equity based compensation of $5,445. The remaining increase in expenditure was due to increased employee costs.

### Sales and marketing

Sales and marketing expense was $2,096 for the three months ended March 31, 2025 (Successor) and $1,183 for the three months ended March 31, 2024 (Predecessor), an increase of $913, or 77.2%. The increase was primarily due to increased compensation costs as a result of increased headcount across the business and increases in advertising and marketing-related events and expenses associated with the commercialization phase of the Technology segment.

### Research and development

Research and Development (“R&D”) expense was $6,253 for the three months ended March 31, 2025 (Successor) and $1,669 for the three months ended March 31, 2024 (Predecessor), an increase of $4,584, or 274.7%. The increase was primarily due to amortization of intangibles in the Technology segment and an increase in new product development costs.

### Goodwill impairment

Goodwill impairment, was $233,213 for the three months ended March 31, 2025 (Successor) and nil for the three months ended March 31, 2024 (Predecessor), an increase of $233,213. The increase was due to sustained decreases in the Company’s publicly quoted share price and market capitalization, which were, at least in part, sensitive to the general downward volatility experienced in the stock market during late February and March.

### Interest expense, net

Interest expense, net was $1,538 for the three months ended March 31, 2025 (Successor) and $405 for the three months ended March 31, 2024 (Predecessor), an increase of $1,133, or 279.8%. The increase was primarily due to an increase in interest expense for the WTI Facility and related party notes, partially offset by convertible notes that were converted during the three months ended March 31, 2024 (Predecessor).

### Net gain on investments

Net gain on investments was nil for the three months ended March 31, 2025 (Successor) and $5,189 for the three months ended March 31, 2024 (Predecessor), a decrease of $5,189, over the comparable period for the three months ended March 31, 2024 (Predecessor). The decrease was due to the de-consolidation of certain mezzanine equity as a result of the Business Combination and the gain on investment in PCT owned stock via Class PCTA units during the three months ended March 31, 2024 (Predecessor).

### Net loss on investments - due to related parties

Net loss on investments – due to related parties was nil for the three months ended March 31, 2025 (Successor) and $186 for the three months ended March 31, 2024 (Predecessor), a decrease of $186. The decrease was primarily due to an increase in fair value of liability - PCT stock owed to others for the three months ended March 31, 2024 (Predecessor). The Class PCTA associated liabilities were de-consolidated as a result of the Business Combination.

### Change in fair value of financial liabilities

The fair value of financial liabilities decreased by $16,429 for the three months ended March 31, 2025 (Successor) and increased by $478 for the three months ended March 31, 2024 (Predecessor), a change of $16,907, or 3,537.0%. The increase was primarily due to increases in fair value adjustments for warrants and earnout liabilities.

### Equity method investment (loss) gain

Equity method investment loss was $6,756 for the three months ended March 31, 2025 (Successor) and equity method investment gain was $5 for the three months ended March 31, 2024 (Predecessor), a decrease of $6,761, or 135,220.0%. The loss during the three months ended March 31, 2025 (Successor) represented allocated losses from the ESG Fund and AeroFlexx. The gain during the three months ended March 31, 2024 (Predecessor) was primarily due to an allocated gain from the ESG Fund offset by an allocated loss from investment of AeroFlexx.

### Realized gain on conversion of available for sale investment

Realized gain on conversion of available for sale investment was $1,507 for the three months ended March 31, 2025 (Successor) and nil for the three months ended March 31, 2024 (Predecessor), an increase of $1,507. The increase was due to the partial conversion of the AeroFlexx investment in debt securities resulting in a realized gain during the three months ended March 31, 2025 (Successor).

### Loss on extinguishment of related party debt

Loss on extinguishment of related party debt was $3,538 for the three months ended March 31, 2025 (Successor) and nil for the three months ended March 31, 2024 (Predecessor), an increase of $3,538. The increase was due to the extinguishment of certain related party debt by issuing Series C Preferred Stock during the three months ended March 31, 2025 (Successor). There was no gain or loss on extinguishment of related party debt for the three months ended March 31, 2024 (Predecessor).

### Loss on conversion of promissory notes

Loss on conversion of promissory notes was nil for the three months ended March 31, 2025 (Successor) and $1,119 for the three months ended March 31, 2024 (Predecessor), a decrease of $1,119. This was due to the automatic conversion of promissory notes during the three months ended March 31, 2024 (Predecessor) into equity instruments which was treated as an extinguishment thereby generating a loss. There was no equivalent transaction for the three months ended March 31, 2025 (Successor).

### Unrealized loss on available for sale debt securities - related party

Unrealized loss on available for sale debt securities - related party, was $880 for the three months ended March 31, 2025 (Successor) and nil for the three months ended March 31, 2024 (Predecessor), an increase of $880. The increase was due to the fair value adjustment to investments in debt securities which are classified as available for sale.

### Reclassification of realized gain on conversion of available for sale investments

Reclassification of realized gain on conversion of available for sale investments was $1,507 for the three months ended March 31, 2025 (Successor) and nil for the three months ended March 31, 2024 (Predecessor), an increase of $1,507. The increase was due to the partial conversion of the AeroFlexx investment in debt securities resulting in a realized gain during the three months ended March 31, 2025 (Successor).

### Loss attributable to Non-redeemable non-controlling interest

Loss attributable to non-redeemable non-controlling interests was $110,677 for the three months ended March 31, 2025 (Successor) and $2,307 for the three months ended March 31, 2024 (Predecessor), an increase of $108,370, or 4,697.4%. This was due to the increase in Accelsius net loss, primarily as a result of goodwill impairment, during the three months ended March 31, 2025 (Successor) as compared to the three months ended March 31, 2024 (Predecessor).

### Non-GAAP Financial Measures

We use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the U.S. (GAAP) to supplement our consolidated financial statements. These non-GAAP financial measures provide additional information to investors to facilitate comparisons of past and present operating results, identify trends in our underlying operating performance, and offer greater transparency on how we evaluate our business activities. These measures are integral to our processes for budgeting, managing operations, making strategic decisions, and evaluating our performance.

Our primary non-GAAP financial measures are EBITDA and Adjusted EBITDA. We define EBITDA as net income before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash items, non-recurring expenses, and other items that are not indicative of our core operating activities. These may include stock-based compensation, acquisition costs, and other financial items. We believe Adjusted EBITDA is valuable for investors and analysts as it provides additional insight into our operational performance, excluding the impacts of certain financing, investing, and other non-operational activities. This measure helps in comparing our current operating results with prior periods and with those of other companies in our industry. It is also used internally for allocating resources efficiently, assessing the economic outcomes of acquisitions and strategic decisions, and evaluating the performance of our management team.

There are limitations to Adjusted EBITDA, including its exclusion of cash expenditures, future requirements for capital expenditures and contractual commitments, and changes in or cash requirements for working capital needs. Adjusted EBITDA also omits significant interest expenses and related cash requirements for interest and payments. While depreciation and amortization are non-cash charges, the associated assets will often need to be replaced in the future, and Adjusted EBITDA does not reflect the cash required for such replacements. Additionally, Adjusted EBITDA does not account for income or other taxes or necessary cash tax payments.

Investors should use caution when comparing our non-GAAP measure to similar metrics used by other companies, as definitions can vary. Adjusted EBITDA should not be considered in isolation or as a substitute for GAAP financial measures. We provide Adjusted EBITDA as supplemental information to enhance the overall understanding of our financial performance.

The following table provides a reconciliation from Net Loss to EBITDA and Adjusted EBITDA for the specified periods:

|  | Successor Three months ended March 31, 2025 | Predecessor Three months ended March 31, 2024 |
| --- | ---: | ---: |
| Net loss | $(253,674) | $(7,526) |
| Interest expense, net(1) | 1,538 | 405 |
| Depreciation and amortization expense | 5,548 | — |
| Income tax benefit | (1,399) | — |
| **EBITDA** | **(247,987)** | **(7,121)** |
| Transaction and other related costs(2) | — | 3,272 |
| Change in fair value of financial liabilities(3) | (16,429) | 478 |
| Stock-based compensation(4) | 5,841 | 396 |
| Goodwill impairment(5) | 233,213 | — |
| Loss on extinguishment of related party debt(6) | 3,538 | — |
| Loss on conversion of promissory notes | — | 1,119 |
| **Adjusted EBITDA** | **$(21,824)** | **$(1,856)** |

(1) Interest Expense, net, includes interest incurred on our various borrowing facilities and the amortization of debt issuance costs.

(2) Transaction and other related costs – For the three months ended March 31, 2025 (Successor) and three months ended March 31, 2024 (Predecessor), this is comprised of consulting, legal, and other professional fees related to the Business Combination.

(3) Change in fair value of financial liabilities – For the three months ended March 31, 2025 (Successor), the change in fair value of financial liabilities primarily consists of the change in fair value of the warrant liability and the earnout liability. For the three months ended March 31, 2024 (Predecessor), this is comprised entirely of the change in fair value of the embedded derivative associated with the convertible notes.

(4) Stock based compensation – For the three months ended March 31, 2025 (Successor), stock based compensation primarily consisted of awards in the 2024 Equity and Incentive Plan entered into on October 2, 2024 subsequent to the Business Combination. These awards consisted of Stock Options, Restricted Stock Units, and Stock Appreciation Rights. Further, a portion of this expense was related to share based payment employee incentive plans in existence at Innventure LLC and other subsidiaries. For the three months ended March 31, 2024 (Predecessor), stock based compensation was comprised wholly of share-based payment employee incentive plans in existence at Innventure LLC and other subsidiaries.

(5) Goodwill impairment - For the three months ended March 31, 2025 (Successor), the Company recognized a goodwill impairment charge due to sustained decreases in the Company’s publicly quoted share price and market capitalization, which were, at least in part, sensitive to the general downward volatility experienced in the stock market during late February and March. There was no similar goodwill impairment charge for the three months ended March 31, 2024 (Predecessor).

(6) Loss on extinguishment of related party debt - For the three months ended March 31, 2025 (Successor), the Company extinguished certain related party debts by issuing Series C Preferred Stock. There was no loss on extinguishment of related party debt for the three months ended March 31, 2024 (Predecessor).

In presenting Adjusted EBITDA, we aim to provide investors with an additional tool for assessing the operational performance of our business. It serves as a useful complement to our GAAP results, offering a more comprehensive understanding of our financial health and operational efficiencies.

### Liquidity and Capital Resources (in thousands, except as otherwise noted)

As discussed in more detail below, management has concluded that there is substantial doubt about our ability to continue as a going concern within one year after the date that these consolidated financial statements included in Item 1. of this Form 10-Q were issued. The condensed consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.

#### Sources of Liquidity

In assessing liquidity, we monitor and analyze cash on hand and operating expenditure commitments. Our liquidity needs are to meet working capital requirements and operating expense obligations. To date we have financed our operations primarily through cash flows from investing and financing activities.

The following is a summary of the components of our liquidity as of March 31, 2025 and December 31, 2024:

|  | March 31, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Cash and cash equivalents | $1,375 | $11,119 |
| Working capital | (37,039) | (45,061) |

On March 25, 2025, the Company entered into the Securities Purchase Agreement with Yorkville for the issuance and sale of the Convertible Debentures in two tranches with an aggregate principal amount of up to $30,000. On April 14, 2025, the Company issued the first tranche of Convertible Debentures with an aggregate principal amount of $20,000 and received $18,000 of gross proceeds. On May 15, 2025, the Company issued the second tranche of Convertible Debentures to Yorkville with an aggregate principal amount of $10,000 and received $9,000 of gross proceeds.

Our future liquidity requirements will depend on many factors, including funding required by us and our Operating Companies to (i) support the growth of the business and the current business strategy; (ii) fund working capital, capital expenditures and general corporate expenditures; and (iii) support other business opportunities and expenditures. Based on current projections, we estimate that Innventure and its Operating Companies will require, in addition to cash on hand, at least $50,000 to meet our collective liquidity requirements for the next 12 months and, to grow the Operating Companies in accordance with our current business plan, the Operating Companies will require at least an additional $25,000.

We expect to satisfy our liquidity requirements through cash on hand, cash generated from the operations of our Operating Companies, and the SEPA with Yorkville (maximum remaining availability of approximately $72,000 as of March 31, 2025), as well as proceeds from additional financings completed by us or our Operating Companies. During the three months ended March 31, 2025 (Successor), the Technology segment raised approximately $5,150 of additional equity financing, in comparison to approximately $3,855 during the three months ended March 31, 2024 (Predecessor).

#### Bridge Financing

On August 20, 2024, the Company entered into unsecured promissory notes with two related parties for principal amounts of $10,000 and $2,000, respectively. The Company entered into amended and restated agreements to amend the terms of these unsecured promissory notes on October 1, 2024. As per the original agreements, the note with the first party contained a loan fee of $1,000 which was payable with the repayment of the principal amount of the note and the note with the second party contained interest at the rate of 11.50% per annum. The principal amounts, loan fees and accrued interest were repayable at the earlier of October 15, 2024 and the first business day following the date of consummation of the Business Combination.

As per the amended note with the first party, the maturity date was extended to the earlier of (i) January 31, 2025 and (ii) the first business day following the date on which the Company has sufficient capital to be able to repay all amounts outstanding under the note and otherwise meet its expected working capital needs as determined by the Company in its reasonable discretion. The loan fee of $1,000, required under the original agreement, became due on or around the amendment date and interest will accrue at the rate of 15.99% per annum until paid. The amendment was accounted for as a troubled debt restructuring as the Company was provided a concession through a decrease in the effective interest rate. However, no gain or loss was recognized as a result.

As per the amended note with the second party, the maturity date was extended to January 31, 2025 and the interest rate was increased to 13.50% per annum. Additionally, $1,000 of the principal amount became due on or around the amendment date.

On March 20, 2025, the Company converted and repaid the aggregate outstanding amount of these unsecured promissory notes with the two related parties described above and issued shares of the Company’s Series C Preferred Stock and paid cash to settle these unsecured promissory notes and all outstanding obligations with these parties. See Note 5. Borrowings for more information.

#### Series B Preferred Stock

As of March 31, 2025, 3,000,000 shares of the authorized preferred stock are designated as Series B Preferred Stock. Series B Preferred Stock is entitled to an 8% annual rate dividend. On March 19, 2025, the Company distributed 21,808 shares of Series B Preferred Stock to represent $218 in cumulative dividends for Series B Preferred Stock, covering the period from the initial issue date, as defined in the Certificate of Designation, to December 31, 2024, as a payment in kind at the specified rate. See further discussion of the Series B Preferred Stock in Note 11. Mezzanine and Stockholders' Equity within the notes to the consolidated financial statements.

#### Series C Preferred Stock

As of March 31, 2025, 5,000,000 shares of preferred stock are designated as Series C Preferred Stock. On March 24, 2025, Innventure issued 2,885,848 shares of Series C Preferred Stock at the original issue price for a total amount of $28,858,480. The consideration received by the Company was in the form of cash, services rendered and the cancellation of related party debt. See further discussion of the Series C Preferred Stock in Note 11. Mezzanine and Stockholders' Equity within the notes to the consolidated financial statements.

#### Standby Equity Purchase Agreement

In October 2023, we entered into the SEPA with Yorkville. This agreement became effective concurrently with the Business Combination.

Pursuant to the SEPA, the Company shall have the right, but not the obligation, to sell to Yorkville up to $75,000 of Common Stock, par value $0.0001 per share, at the Company’s request any time during the commitment period commencing on the Closing and continuing for a term of 3 years (“Purchased Put Option”).

The SEPA will automatically terminate on the earlier to occur of (i) November 01, 2027 and (ii) the date on which Yorkville shall have made payment of advances pursuant to the SEPA for Common Stock equal to the commitment amount of $75,000.

For the three months ended March 31, 2025 (Successor), the Company sold 73,993 shares of Common Stock under the SEPA, raising $931 which is classified within Issuance of common shares, net of issuance costs in the consolidated statements of changes in mezzanine and stockholders' equity (deficit).

#### Convertible Debentures

On March 25, 2025, the Company entered into the Securities Purchase Agreement for the issuance and sale of the Convertible Debentures with an aggregate principal amount of up to $30,000. These Convertible Debentures will be convertible into shares of Common Stock under certain circumstances. The Company will issue the aggregate principal amount of Convertible Debentures in two tranches tied to separate reporting and filing requirements. As of March 31, 2025, the Company had not yet met the required reporting and filing requirements and therefore had not issued these Convertible Debentures. On April 14, 2025 and May 15, 2025, the Company issued the first and second tranches of Convertible Debentures with aggregate principal amounts of $20,000 and $10,000, respectively, and gross proceeds of $18,000 and $9,000, respectively. In connection to the Convertible Debentures, on April 14, 2025 the Company issued warrants to purchase up to 300,000 shares of Common Stock to the WTI Lenders. See further discussion in Note 5. Borrowings and Note 18. Subsequent Events within the notes to the consolidated financial statements.

#### Cash Flows

Cash flows associated with operating, investing and financing activities for the three months ended March 31, 2025 (Successor) and three months ended March 31, 2024 (Predecessor) are summarized as follows:

|  | Successor Three months ended March 31, 2025 | Predecessor Three months ended March 31, 2024 | Change Amount | % Change |
| --- | ---: | ---: | ---: | ---: |
| Net Cash Used in Operating Activities | $(14,696) | $(7,397) | $(7,299) | 98.7% |
| Net Cash Used in Investing Activities | (3,254) | (3,180) | (74) | 2.3% |
| Net Cash Provided by Financing Activities | 8,206 | 10,159 | (1,953) | (19.2)% |
| **Net Decrease in Cash, Cash Equivalents and Restricted Cash** | **$(9,744)** | **$(418)** | **$(9,326)** | **2,231.1%** |

#### Net Cash Used in Operating Activities

Cash flows used in operating activities were $14,696 for the three months ended March 31, 2025 (Successor), as compared to $7,397 for the three months ended March 31, 2024 (Predecessor), an increase of $7,299, or 98.7%. The increase is primarily related to an increase in the Company’s operating expenses.

#### Net Cash Used in by Investing Activities

Cash flows used in investing activities were $3,254 for the three months ended March 31, 2025 (Successor), as compared to $3,180 for the three months ended March 31, 2024 (Predecessor), an increase of $74 or 2.3%. The increase is primarily related to additional investment in debt securities to an equity method investee and acquisitions of property, plant and equipment.

#### Net Cash Provided by Financing Activities

Cash flows provided by financing activities were $8,206 for the three months ended March 31, 2025 (Successor), as compared to $10,159 for the three months ended March 31, 2024 (Predecessor), a decrease of $1,953 or (19.2)%. The decrease is primarily related to less proceeds from the issuance of equity and debt financing.

#### Indebtedness

Refer to Note 5. Borrowings to our condensed consolidated financial statements for the three months ended March 31, 2025 (Successor) and three months ended March 31, 2024 (Predecessor) included in Item 1. of this Form 10-Q for a discussion of our indebtedness.

#### Contractual Obligations

The following table presents a summary of our contractual obligations, including payments due by period, as of March 31, 2025:

|  | 2025 (remaining 9 months) | 2026 | 2027 | 2028 | Thereafter | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Operating lease | $215 | $351 | $94 | $— | $— | $660 |
| Debt obligations | 303 | 7,317 | 8,244 | 4,561 | — | 20,425 |
| Minimum royalties | 700 | 825 | 825 | 825 | 9,900 | 13,075 |
| **Total** | **$1,218** | **$8,493** | **$9,163** | **$5,386** | **$9,900** | **$34,160** |

#### Going Concern

We have experienced recurring losses from operations and negative cash flows from operating activities. In addition, we continue to have an ongoing need to raise significant additional cash from outside sources to sustain our operations and fund our growth plans.

In connection with our assessment of going concern considerations in accordance with FASB’s ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern within one year after the date of the condensed consolidated financial statements included in Item 1. of this Form 10-Q. If we are unable to obtain adequate capital from public or private equity or debt financing (including the SEPA), or otherwise generate sufficient revenues from our Operating Companies to support our cost structure within the normal operating cycle of a twelve (12) month period, we may have to implement cost reduction measures or adjust the timing or scope of certain operations at Innventure or certain Innventure Companies, in part or in full, to help manage liquidity. If we raise additional funds through the issuance of additional debt or equity securities, it could result in substantial dilution to our existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of our Common Stock. See “Item 1A. Risk Factors – Risks Related to Innventure’s Business – There is uncertainty regarding Innventure’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about its ability to continue as a going concern.” in our 2024 Annual Report.

We can make no assurances that required financings will be available for the amounts needed, or on terms commercially acceptable to us, if at all. If subsequent capital raises or revenues from operations at the Innventure Companies are insufficient to bridge financial and liquidity shortfalls (or both), there would likely be a material adverse effect on our business and financial condition that would materially adversely affect our ability to continue as a going concern.

The condensed consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.

### Critical Accounting Policies and Use of Estimates

As described in Note 2. Accounting Policies to our unaudited condensed consolidated financial statements included in this Form 10-Q, there have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in the 2024 Annual Report.

## Market risk

As filed, 184 characters.

We are a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act, for this reporting period and are not required to provide the information required under this item.

## Controls and procedures

As filed, 4,557 characters.

### Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's disclosure controls and procedures were not effective at a reasonable level of assurance as of March 31, 2025, because of the material weaknesses in our internal control over financial reporting.

The material weaknesses identified were as follows:

- Innventure’s system of internal controls over financial reporting failed to prevent or detect material adjustments necessary to appropriately present certain complex and significant unusual transactions in accordance with GAAP due primarily to insufficient staffing of personnel possessing the appropriate

accounting and financial reporting knowledge and experience to review and monitor third-party consultants;

- Innventure’s system of internal controls over financial reporting did not include necessary information technology general controls including related to (i) periodic user access reviews, (ii) user provisioning and de-provisioning, (iii) restriction of privileged access and (iv) authentication settings;
- Innventure did not maintain effectively designed and implemented controls over the costing and existence of inventory as of September 30, 2024, including controls over the calculation of such inventory on the weighted average basis;
- Innventure made an error in its assessment of the accounting acquirer in conjunction with the transaction, which resulted in an incorrect conclusion that the transaction was an asset acquisition. Additionally, management’s control over the forecast prepared for Accelsius was not effective, resulting in an adjusted forecast for purposes of the purchase accounting;
- Innventure did not maintain evidence of control procedures over the periodic reconciliation of significant accounts. This included lack of segregation of duties and lack of review.

We have developed a remediation plan for the material weaknesses that have been identified, including enhancing our complement of resources with accounting and internal control knowledge through additional hiring and/or training to implement and perform additional controls over: (a) the initial and subsequent accounting for complex and significant unusual transactions, (b) general IT controls, (c) segregation of duties and (d) review of accounting treatment related to equity of publicly traded securities. We are currently implementing this plan. When fully implemented and operating effectively, such enhancements are expected to remediate the material weaknesses described above. However, we cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts.

### Changes in Internal Control over Financial Reporting

Management is in the process of establishing and is refining its internal procedures and controls to address the material weaknesses previously disclosed.

Other than as described above, during the most recent fiscal quarter, there have been no changes in the Company's internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

## Risk factors

As filed, 184 characters.

We are a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act, for this reporting period and are not required to provide the information required under this item.

Filed May 15, 2025.
Source: SEC EDGAR, the filing index for accession 0001628280-25-025892. Last ingested by Listed: Oct 27, 2026, 12:31 ET. No prices; not investment advice.