# Innventure, Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [Innventure, Inc.](/companies/inv.md) (CIK 2001557)
- Form: 10-Q
- Filed: 2025-08-14
- Accepted by EDGAR: Aug 14, 2025, 16:10 ET
- Period: 2025-06-30
- Accession: 0001628280-25-040379
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/2001557/000162828025040379/innv-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/2001557/000162828025040379/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $476.0k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $700.0k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-04-01 to 2025-06-30 | $2.9m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2025-01-01 to 2025-06-30 | $3.0m | us-gaap:CostOfGoodsAndServicesSold |
| Research and development | 3 months, 2025-04-01 to 2025-06-30 | $6.1m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2025-01-01 to 2025-06-30 | $12.3m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | −$142.6m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | −$403.8m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $2.9m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2025-01-01 to 2025-06-30 | $4.7m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | −$2.2m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | −$3.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | −$84.2m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | −$227.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | −$1.60 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | −$4.60 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | −$1.60 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | −$4.60 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 52,546,491 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 49,417,092 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | −$36.8m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $932.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-06-30 | $7.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $21.1m | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $556.0m | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $72.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $129.9m | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $16.8m | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2025-06-30 | $218.6m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 52,724 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 June 30, 2025 and for the three and six months ended June 30, 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 multinational corporations (“MNCs”) with the intent to maximize values for investors and other stakeholders through positive cash flow generated through holding long term positions in AeroFlexx, LLC (“AeroFlexx” or “AFX”), Accelsius Holdings LLC (“Accelsius” or “ACC”) and Refinity Olefins, LLC (“Refinity” and, together with AeroFlexx and Accelsius, the “Innventure Companies” and, together with those subsidiary companies that Innventure may found, fund, and operate going forward, the “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 2, 2024 (the “Closing Date” or “Closing”), Learn CW Investment Corporation (“Learn CW”), a Cayman Islands exempted company, and Innventure LLC, a Delaware limited liability company, consummated a business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement previously entered into on October 24, 2023. Following the Closing, both Learn CW and Innventure LLC became subsidiaries of Learn SPAC HoldCo, Inc. (“Holdco”), a Delaware corporation and direct, wholly-owned subsidiary of Learn CW prior to Closing. Holdco changed its name to “Innventure, Inc.” and became a publicly traded company. 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, 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 and six months ended June 30, 2025 (Successor) and three and six months ended June 30, 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 and six months ended June 30, 2024 (labeled “Predecessor”) and (2) three and six months ended June 30, 2025 (labeled “Successor”).

### Comparison of the six months ended June 30, 2025 and June 30, 2024:

|  | Successor Six months ended June 30, 2025 ($) | Predecessor Six months ended June 30, 2024 ($) | Change ($) | (%) |
| --- | ---: | ---: | ---: | ---: |
| **Revenue** | $700 | $447 | $253 | 56.6% |
| **Operating Expenses** |  |  |  |  |
| Cost of sales | 3,045 | — | 3,045 | nm\* |
| General and administrative | 38,245 | 16,283 | 21,962 | 134.9% |
| Sales and marketing | 4,304 | 2,549 | 1,755 | 68.9% |
| Research and development | 12,321 | 3,433 | 8,888 | 258.9% |
| Goodwill impairment | 346,557 | — | 346,557 | nm\* |
| **Total Operating Expenses** | **404,472** | **22,265** | **382,207** | **1,716.6%** |
| **Loss from Operations** | **(403,772)** | **(21,818)** | **(381,954)** | **1,750.6%** |
| **Non-operating (Expense) and Income** |  |  |  |  |
| Interest expense, net | (4,185) | (448) | (3,737) | 834.2% |
| Net gain (loss) on investments | — | 4,399 | (4,399) | (100.0)% |
| Net gain (loss) on investments – due to related parties | — | (160) | 160 | (100.0)% |
| Change in fair value of financial liabilities | 23,605 | (478) | 24,083 | (5,038.3)% |
| Equity method investment (loss) income | (8,680) | 784 | (9,464) | (1,207.1)% |
| Realized gain on conversion of available for sale investment | 1,507 | — | 1,507 | nm\* |
| Loss on extinguishment of related party debt | (3,538) | — | (3,538) | nm\* |
| Loss on extinguishment of debt | (3,462) | — | (3,462) | nm\* |
| Loss on conversion of promissory notes | — | (1,119) | 1,119 | (100.0)% |
| Miscellaneous other expense | (43) | — | (43) | nm\* |
| **Total Non-operating (Expense) Income** | **5,204** | **2,978** | **2,226** | **74.7%** |
| Income tax benefit | (3,619) | — | (3,619) | nm\* |
| **Net Loss** | **(394,949)** | **(18,840)** | **(376,109)** | **1,996.3%** |
| Less: net loss attributable to |  |  |  |  |
| Non-redeemable non-controlling interest | (167,725) | (6,333) | (161,392) | 2,548.4% |
| **Net Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders** | **(227,224)** | **(12,507)** | **(214,717)** | **1,716.8%** |
| **Other comprehensive income, net of taxes:** |  |  |  |  |
| Unrealized gain (loss) on available for sale debt securities - related party | (691) | — | (691) | nm\* |
| Reclassification of realized gain on conversion of available for sale investments | (1,507) | — | (1,507) | nm\* |
| **Total other comprehensive income, net of taxes** | **(2,198)** | **—** | **(2,198)** | **nm\*** |
| **Total comprehensive loss, net of taxes** | **(397,147)** | **(18,840)** | **(378,307)** | **2,008.0%** |
| Less: comprehensive loss attributable to |  |  |  |  |
| Non-redeemable non-controlling interest | (167,725) | (6,333) | (161,392) | 2,548.4% |
| **Net Comprehensive Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders** | **$(229,422)** | **$(12,507)** | **$(216,915)** | **1,734.3%** |

#### \* not meaningful

### Revenue

Revenue was $700 for the six months ended June 30, 2025 (Successor) and $447 for the six months ended June 30, 2024 (Predecessor), an increase of $253, or 56.6%. Management fee revenues were consistent period over period, with the increase driven by $255 of product sales in the Technology segment.

### Cost of sales

Cost of sales was $3,045 for the six months ended June 30, 2025 (Successor) and nil for the six months ended June 30, 2024 (Predecessor), an increase of $3,045. The increase relates to the generation of revenue at the Technology segment resulting in an increase in amortization of intangible assets of $1,612, employee costs of $987 and costs related to material costs and supplies amounting to $631.

### General and administrative

General and administrative expense was $38,245 for the six months ended June 30, 2025 (Successor) and $16,283 for the six months ended June 30, 2024 (Predecessor), an increase of $21,962, or 134.9%. The increase in expenditure was attributed to increased stock-based compensation costs of $14,324, increased intangible asset amortization of $2,902 and increased professional and legal fees of $2,800.

### Sales and marketing

Sales and marketing expense was $4,304 for the six months ended June 30, 2025 (Successor) and $2,549 for the six months ended June 30, 2024 (Predecessor), an increase of $1,755, or 68.9%. The increase was due to increased employee costs of $1,076 and increased advertising and marketing-related events and expenses associated with the commercialization phase of the Technology segment of $675.

### Research and development

Research and development expense was $12,321 for the six months ended June 30, 2025 (Successor) and $3,433 for the six months ended June 30, 2024 (Predecessor), an increase of $8,888, or 258.9%. The increase was due to amortization of intangible assets of $6,289, an increase in employee costs of $1,531, and an increase in supplies and materials samples expenses of $1,100.

### Goodwill impairment

Goodwill impairment, was $346,557 for the six months ended June 30, 2025 (Successor) and nil for the six months ended June 30, 2024 (Predecessor), an increase of $346,557. The increase was due to sustained decreases in the Company’s publicly quoted share price and market capitalization, which were sensitive to the general downward volatility experienced in the stock market during late February 2025 through April 2025. The Company’s stock price had not yet recovered as of June 30, 2025.

### Interest expense, net

Interest expense, net was $4,185 for the six months ended June 30, 2025 (Successor) and $448 for the six months ended June 30, 2024 (Predecessor), an increase of $3,737, or 834.2%. The increase was due to amortization of issuance costs on the convertible debentures (“Convertible Debentures”) with an aggregate principal amount of up to $30,000 issued and sold pursuant to the Securities Purchase Agreement that the Company entered into with a third party on March 25, 2025 of $1,701, an increase in contractual interest expense for the term loan entered into on October 22, 2024 by and among the Company and WTI Fund X, Inc. and WTI Fund XI, Inc., (collectively, “WTI Lenders”), which provides for a term loan facility in the aggregate principal amount of up to $50,000 (the “WTI Facility”), of $1,358, amortization of issuance costs on the WTI Facility of $856, partially offset by a decrease in interest expense of $134 related to convertible promissory notes that were converted in March 2024.

### Net gain (loss) on investments

Net gain on investments was nil for the six months ended June 30, 2025 (Successor) and $4,399 for the six months ended June 30, 2024 (Predecessor), a decrease of $4,399. The decrease was due to the gain on investment in PureCycle Technologies, Inc. (“PCT”) owned stock via Class PCTA units during the six months ended June 30, 2024 (Predecessor), which is no longer consolidated in the Company’s condensed consolidated financial statements as a result of Business Combination.

### Net gain (loss) on investments – due to related parties

Net loss on investments – due to related parties was nil for the six months ended June 30, 2025 (Successor) and $160 for the six months ended June 30, 2024 (Predecessor), a decrease of $160. The decrease was due to an increase in the fair value of the liability of PCT stock owed to other parties for the six months ended June 30, 2024 (Predecessor). The Class PCTA associated liabilities are no longer consolidated in the Company’s condensed consolidated financial statements as a result of the Business Combination.

### Change in fair value of financial liabilities

The fair value of financial liabilities decreased by $23,605 for the six months ended June 30, 2025 (Successor) and increased by $478 for the six months ended June 30, 2024 (Predecessor), an increase to income of $24,083, or 5,038.3%. The increase to income was due to decreases in fair value for warrants of $14,117 and earnout liabilities of $9,509.

### Equity method investment (loss) income

Equity method investment loss was $8,680 for the six months ended June 30, 2025 (Successor) and equity method investment gain was $784 for the six months ended June 30, 2024 (Predecessor), a change of $9,464, or 1,207.1%. The loss during the six months ended June 30, 2025 (Successor) is related to losses from the Company’s equity method investment in AeroFlexx of $8,611. The gain during the six months ended June 30, 2024 (Predecessor) was due to an allocated gain from the Innventus ESG Fund I, L.P. (the “ESG Fund”) ESG Fund of $1,342 offset by an allocated loss from investment in AeroFlexx of $559.

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

Realized gain on conversion of available for sale investment was $1,507 for the six months ended June 30, 2025 (Successor) and nil for the six months ended June 30, 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 six months ended June 30, 2025 (Successor).

### Loss on extinguishment of related party debt

Loss on extinguishment of related party debt was $3,538 for the six months ended June 30, 2025 (Successor) and nil for the six months ended June 30, 2024 (Predecessor), an increase of $3,538. The increase was due to the extinguishment of the related party loans by additional issuances of Series C Preferred Stock (as defined below) during the six months ended June 30, 2025 (Successor). There was no gain or loss on extinguishment of related party debt for the six months ended June 30, 2024 (Predecessor).

### Loss on extinguishment of debt

Loss on extinguishment of debt was $3,462 for the six months ended June 30, 2025 (Successor) and nil for the six months ended June 30, 2024 (Predecessor), an increase of $3,462. The increase was due to the modification of the WTI Facility in connection with the issuance of the first tranche of the Convertible Debentures to Yorkville (as defined below), which was accounted for as an extinguishment though the WTI Facility remains outstanding. During the six months ended June 30, 2025, the Company issued two warrants (the “2025 WTI Warrants”) to purchase, at a price of $0.01 per share (subject to certain limitations and adjustment), up to an aggregate total of 495,074 shares of Common Stock, as of the date of issuance and June 30, 2025 (subject to future adjustments to the number and type of shares pursuant to the 2025 WTI Warrants), to WTI Fund X, LLC and WTI Fund XI, LLC (the “WTI Holders”). Each of the 2025 WTI Warrants is exercisable through March 31, 2035. The 2025 WTI Warrants were issued to the WTI Holders as consideration for the WTI Holders and other parties entering into a consent with the Company and Innventure LLC (the “Consent”) in connection with the issuance of the first tranche of the Convertible Debentures to Yorkville under the Securities Purchase Agreement. The 2025 WTI Warrants are subject to certain future adjustments in accordance with the terms of the 2025 WTI Warrants. There was no gain or loss on extinguishment of debt for the six months ended June 30, 2024 (Predecessor).

### Loss on conversion of promissory notes

Loss on conversion of promissory notes was nil for the six months ended June 30, 2025 (Successor) and $1,119 for the six months ended June 30, 2024 (Predecessor), a decrease of $1,119. This was due to the automatic conversion of promissory notes during the six months ended June 30, 2024 (Predecessor) into equity instruments which was treated as an extinguishment thereby generating a loss. There was no equivalent transaction for the six months ended June 30, 2025 (Successor).

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

Unrealized loss on available for sale debt securities - related party was $691 for the six months ended June 30, 2025 (Successor) and nil for the six months ended June 30, 2024 (Predecessor), a decrease of $691. The decrease 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 six months ended June 30, 2025 (Successor) and nil for the six months ended June 30, 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 six months ended June 30, 2025 (Successor).

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

Loss attributable to non-redeemable non-controlling interests was $167,725 for the six months ended June 30, 2025 (Successor) and $6,333 for the six months ended June 30, 2024 (Predecessor), an increase of $161,392, or 2,548.4%. This was due to the increase in the Technology segment net loss as a result of goodwill impairment during the six months ended June 30, 2025 (Successor) as compared to the six months ended June 30, 2024 (Predecessor).

### Comparison of the three months ended June 30, 2025 and June 30, 2024:

|  | Successor Three months ended June 30, 2025 ($) | Predecessor Three months ended June 30, 2024 ($) | Change ($) | (%) |
| --- | ---: | ---: | ---: | ---: |
| **Revenue** | $476 | $223 | $253 | 113.5% |
| **Operating Expenses** |  |  |  |  |
| Cost of sales | 2,861 | — | 2,861 | nm\* |
| General and administrative | 18,569 | 8,379 | 10,190 | 121.6% |
| Sales and marketing | 2,208 | 1,366 | 842 | 61.6% |
| Research and development | 6,068 | 1,764 | 4,304 | 244.0% |
| Goodwill impairment | 113,344 | — | 113,344 | nm\* |
| **Total Operating Expenses** | **143,050** | **11,509** | **131,541** | **1,142.9%** |
| **Loss from Operations** | **(142,574)** | **(11,286)** | **(131,288)** | **1,163.3%** |
| **Non-operating (Expense) and Income** |  |  |  |  |
| Interest expense, net | (2,647) | (43) | (2,604) | 6,055.8% |
| Net gain (loss) on investments | — | (790) | 790 | (100.0)% |
| Net gain (loss) on investments – due to related parties | — | 26 | (26) | (100.0)% |
| Change in fair value of financial liabilities | 7,176 | — | 7,176 | nm\* |
| Equity method investment (loss) income | (1,924) | 779 | (2,703) | (347.0)% |
| Loss on extinguishment of debt | (3,462) | — | (3,462) | nm\* |
| Miscellaneous other expense | (64) | — | (64) | nm\* |
| **Total Non-operating (Expense) Income** | **(921)** | **(28)** | **(893)** | **3,189.3%** |
| Income tax benefit | (2,220) | — | (2,220) | nm\* |
| **Net Loss** | **(141,275)** | **(11,314)** | **(129,961)** | **1,148.7%** |
| Less: net loss attributable to |  |  |  |  |
| Non-redeemable non-controlling interest | (57,048) | (4,026) | (53,022) | 1,317.0% |
| **Net Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders** | **(84,227)** | **(7,288)** | **(76,939)** | **1,055.7%** |
| **Other comprehensive income, net of taxes:** |  |  |  |  |
| Unrealized gain (loss) on available for sale debt securities - related party | 189 | — | 189 | nm\* |
| **Total other comprehensive income, net of taxes** | **189** | **—** | **189** | **nm\*** |
| **Total comprehensive loss, net of taxes** | **(141,086)** | **(11,314)** | **(129,772)** | **1,147.0%** |
| Less: comprehensive loss attributable to |  |  |  |  |
| Non-redeemable non-controlling interest | (57,048) | (4,026) | (53,022) | 1,317.0% |
| **Net Comprehensive Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders** | **$(84,038)** | **$(7,288)** | **$(76,750)** | **1,053.1%** |

#### \* not meaningful

### Revenue

Revenue was $476 for the three months ended June 30, 2025 (Successor) and $223 for the three months ended June 30, 2024 (Predecessor), an increase of $253. Management fee revenues were consistent period over period, with the increase driven by $254 of product sales in the Technology segment.

### Cost of sales

Cost of sales was $2,861 for the three months ended June 30, 2025 (Successor) and nil for the three months ended June 30, 2024 (Predecessor), an increase of $2,861. The increase relates to the generation of revenue at the Technology segment resulting in an increase in amortization of intangible assets of $1,612, employee costs of $987, and costs related to material costs and supplies amounting to $258.

### General and administrative

General and administrative expense was $18,569 for the three months ended June 30, 2025 (Successor) and $8,379 for the three months ended June 30, 2024 (Predecessor), an increase of $10,190, or 121.6%. The increase was due to increased stock-based compensation costs of $8,282, increased professional and legal services costs of $1,000 and amortization expense resulting from the intangibles acquired in the Business Combination of $661.

### Sales and marketing

Sales and marketing expense was $2,208 for the three months ended June 30, 2025 (Successor) and $1,366 for the three months ended June 30, 2024 (Predecessor), an increase of $842, or 61.6%. The increase was due to increased employee costs of $508 and a $332 increase in advertising and marketing-related events and expenses associated with the commercialization phase of the Technology segment.

### Research and development

Research and development expense was $6,068 for the three months ended June 30, 2025 (Successor) and $1,764 for the three months ended June 30, 2024 (Predecessor), an increase of $4,304, or 244.0%. The increase was due to $3,128 of amortization of intangible assets and an increase in employee costs of $614.

### Goodwill impairment

Goodwill impairment, was $113,344 for the three months ended June 30, 2025 (Successor) and nil for the three months ended June 30, 2024 (Predecessor), an increase of $113,344. The increase was due to sustained decreases in the Company’s publicly quoted share price and market capitalization, which were sensitive to the continuing general downward volatility experienced in the stock market during April 2025. The Company’s stock price had not yet recovered as of June 30, 2025.

### Interest expense, net

Interest expense, net was $2,647 for the three months ended June 30, 2025 (Successor) and $43 for the three months ended June 30, 2024 (Predecessor), an increase of $2,604, or 6055.8%. The increase was due to an increase in contractual interest expense for the WTI Facility of $654, and amortization of issuance costs on the Convertible Debentures of $1,701 and on the WTI Facility of $348.

### Net gain (loss) on investments

Net gain on investments was nil for the three months ended June 30, 2025 (Successor) and net loss on investments was $790 for the three months ended June 30, 2024 (Predecessor), an increase of $790. The increase was due to the loss on investment in PCT owned stock via Class PCTA units during the three months ended June 30, 2024 (Predecessor), which is no longer consolidated in the Company’s condensed consolidated financial statements as a result of Business Combination.

### Net gain (loss) on investments – due to related parties

Net gain on investments – due to related parties was nil for the three months ended June 30, 2025 (Successor) and $26 for the three months ended June 30, 2024 (Predecessor), a decrease of $26. The decrease was due to a decrease in the fair value of the liability of PCT stock owed to other parties for the three months ended June 30, 2024 (Predecessor). The Class PCTA associated liabilities are no longer consolidated in the Company’s condensed consolidated financial statements as a result of the Business Combination.

### Change in fair value of financial liabilities

The fair value of financial liabilities decreased by $7,176 for the three months ended June 30, 2025 (Successor) and was nil for the three months ended June 30, 2024 (Predecessor), an overall increase to income of $7,176. The increase to income was due to decreases in fair value adjustments for the earnout liabilities of $3,100 and for the warrant liabilities of $4,097.

### Equity method investment (loss) income

Equity method investment loss was $1,924 for the three months ended June 30, 2025 (Successor) and equity method investment gain was $779 for the three months ended June 30, 2024 (Predecessor), a decrease of $2,703, or 347.0%. The loss during the three months ended June 30, 2025 (Successor) represents an allocated loss from the investment in AeroFlexx of $2,015. The gain during the three months ended June 30, 2024 (Predecessor) was due to an allocated gain from the ESG Fund of $1,062, offset by an allocated loss from investment of AeroFlexx of $283.

### Loss on extinguishment of debt

Loss on extinguishment of debt was $3,462 for the three months ended June 30, 2025 (Successor) and $— for the three months ended June 30, 2024 (Predecessor), an increase of $3,462. The increase was due to the modification of the WTI Facility in connection with the issuance of the first tranche of the Convertible Debentures, which was accounted for as an extinguishment though the WTI Facility remains outstanding. During the three months ended June 30, 2025 (Successor), the Company issued the 2025 WTI Warrants to the WTI Holders as consideration for the WTI Holders and other parties entering to the Consent in connection with the issuance of the first tranche of the Convertible Debentures under the Securities Purchase Agreement. The 2025 WTI Warrants are subject to certain future adjustments in accordance with the terms of the 2025 WTI Warrants. There was no gain or loss on extinguishment of debt for the three months ended June 30, 2024 (Predecessor).

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

Unrealized gain (loss) on available for sale debt securities - related party, was $189 for the three months ended June 30, 2025 (Successor) and nil for the three months ended June 30, 2024 (Predecessor), an increase of $189. The increase was due to the fair value adjustment to investments in debt securities which are classified as available for sale.

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

Loss attributable to non-redeemable non-controlling interests was $57,048 for the three months ended June 30, 2025 (Successor) and $4,026 for the three months ended June 30, 2024 (Predecessor), an increase of $53,022, or 1,317.0%. This was due to the increase in the Technology segment net loss as a result of goodwill impairment during the three months ended June 30, 2025 (Successor) as compared to the three months ended June 30, 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:

|  | Three months ended June 30, 2025 (Successor) | June 30, 2024 (Predecessor) | Six months ended June 30, 2025 (Successor) | June 30, 2024 (Predecessor) |
| --- | ---: | ---: | ---: | ---: |
| Net loss | $(141,275) | $(11,314) | $(394,949) | $(18,840) |
| Interest expense, net(1) | 2,647 | 43 | 4,185 | 448 |
| Depreciation and amortization expense | 5,634 | 64 | 11,182 | 69 |
| Income tax benefit | (2,220) | — | (3,619) | — |
| **EBITDA** | **(135,214)** | **(11,207)** | **(383,201)** | **(18,323)** |
| Transaction and other related costs(2) | — | 2,769 | — | 6,041 |
| Change in fair value of financial liabilities(3) | (7,176) | — | (23,605) | 478 |
| Stock-based compensation(4) | 9,406 | 293 | 15,247 | 689 |
| Goodwill impairment(5) | 113,344 | — | 346,557 | — |
| Loss on extinguishment of debt(6) | 3,462 | — | 3,462 | — |
| Loss on extinguishment of related party debt(7) | — | — | 3,538 | — |
| Loss on conversion of promissory notes | — | — | — | 1,119 |
| **Adjusted EBITDA** | **$(16,178)** | **$(8,145)** | **$(38,002)** | **$(9,996)** |

(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 and six months ended June 30, 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 and six months ended June 30, 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 and six months ended June 30, 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 and six months ended June 30, 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. Additional Stock Options were granted in February 2025 and additional Restricted Stock Units were granted in June 2025 which are included in the stock-based compensation caption for their respective periods. For the three and six months ended June 30, 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 and six months ended June 30, 2025 (Successor), the Company recognized goodwill impairment 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 from late February 2025 through April 2025. The publicly quoted share price stabilized some in May 2025 and June 2025. There was no similar goodwill impairment charge for the three and six months ended June 30, 2024 (Predecessor).

(6) Loss on extinguishment of debt - For the three and six months ended June 30, 2025 (Successor), the Company modified the WTI Facility, and such modification was accounted for as a debt extinguishment while no debt was repaid. There was no loss on extinguishment of debt for the three and six months ended June 30, 2024 (Predecessor).

(7) Loss on extinguishment of related party debt - For the three and six months ended June 30, 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 and six months ended June 30, 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 June 30, 2025 and December 31, 2024:

|  | June 30, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Cash and cash equivalents | $6,965 | $11,119 |
| Working capital | (51,188) | (45,061) |

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 Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”) (maximum remaining availability of approximately $70,000 as of June 30, 2025), as well as proceeds from additional financings completed by us or our Operating Companies. During the three and six months ended June 30, 2025 (Successor), the Technology segment raised approximately $460 and $5,610 of additional equity financing, respectively, in comparison to approximately $7,438 and $11,293 during the three and six months ended June 30, 2024 (Predecessor), respectively.

#### Bridge Financing

On March 20, 2025, the Company converted and repaid the aggregate outstanding amount of unsecured promissory notes with two related parties, originally entered into on August 20, 2024, and issued shares of the Company’s Series C Preferred Stock and paid cash to settle the unsecured promissory notes and all outstanding obligations with these parties. See further discussion in Note 5. Borrowings within the notes to the condensed consolidated financial statements.

#### Series B Preferred Stock

As of June 30, 2025, 3,000,000 shares of the authorized preferred stock are designated as Series B preferred stock,$0.0001 par value per share (“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 of Series B Preferred Stock, 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. Stockholders' Equity within the notes to the condensed consolidated financial statements.

#### Series C Preferred Stock

As of June 30, 2025, 5,000,000 shares of preferred stock are designated as Series C Preferred Stock, $0.0001 par value per share (the “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. 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. Stockholders' Equity within the notes to the condensed 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.

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.

During the three and six months ended June 30, 2025 (Successor), the Company issued 473,825 shares of its Common Stock pursuant to the SEPA in payment of $2,335 of principal and $117 of payment premium of the Convertible Debentures.

For the three and six months ended June 30, 2025 (Successor), in addition to the Common Stock issuances pursuant to the SEPA made in repayment towards the Convertible Debentures, the Company sold nil and 73,993 shares of Common Stock under the SEPA, respectively, raising $— and $931 in cash proceeds, respectively, which is classified within Issuance of common shares, net of issuance costs in the condensed 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 issued the aggregate principal amount of Convertible Debentures in two tranches tied to separate reporting and filing requirements. 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 received gross proceeds of $18,000 and $9,000, respectively. In connection with the issuance of the Convertible Debentures, also on April 14, 2025 the Company issued the 2025 WTI Warrants to purchase, at a price of $0.01 per share (subject to certain limitations and adjustment), up to an aggregate total of 495,074 shares of Common Stock, as of the date of issuance and June 30, 2025 (subject to future adjustments to the number and type of shares pursuant to the 2025 WTI Warrants), to the WTI Holders. Each of the 2025 WTI Warrants is exercisable through March 31, 2035. The 2025 WTI Warrants were issued to the WTI Holders as consideration for the WTI Holders and other parties entering into the Consent in connection with the issuance of the first tranche of the Convertible Debentures to Yorkville under the Securities Purchase Agreement. See further discussion in Note 5. Borrowings within the notes to the condensed consolidated financial statements.

### Term Convertible Notes

Accelsius entered into unsecured convertible notes with various other parties (the “Term Convertible Notes”) for a total principal amount of $7,750. As of June 30, 2025, $2,750 of agreements were executed and $2,450 of proceeds had been received. The Term Convertible Notes have a stated maturity date of December 31, 2026 and bear interest at the annual applicable federal rate published by the Internal Revenue Service. Accelsius applied the proceeds from the issuance of the Term Convertible Notes to repay (together with the repayment from the proceeds of the Related Party Term Convertible Notes defined below the “Repayment”) borrowings under the Loan and Security Agreement between Innventure LLC and Accelsius, dated as of March 30, 2023 (the “Innventure Convertible Line of Credit”).

The Term Convertible Notes, which are subordinated to the WTI Facility, are convertible at the option of the lenders, starting January 2, 2026, for all amounts due under the notes at the time of conversion, into Accelsius’ Series A Units at a price per unit equal to $12.175. The lenders will not demand payment related to this Term Convertible Notes, unless they convert the debt into equity.

### Related Party Convertible Notes

On June 26, 2025, Accelsius entered into an unsecured Convertible Promissory Note (“CPN”) with a related party lender. The maximum principal amount under the CPN is $3,000, issuable in three equal draws, upon the request of Accelsius and subject to the related party’s sole discretion. Accelsius received the first draw amounting to $1,000 on June 27, 2025. The CPN has a stated interest rate of 15% and Accelsius is required to pay a loan fee (“Loan Fee”) of $35 upon maturity, repayment or conversion of this note.

The CPN is convertible at the option of the related party lender for all amounts due under the Convertible Note, including the Loan Fee, into either preferred units of Accelsius at a price equal to 80% of the next funding round price if Accelsius raises at least $5,000 from unaffiliated investors, or into common units of Accelsius, if no such funding round occurs before the maturity date, with unit pricing of common units determined by an independent valuation firm.

The CPN has a maturity date of December 31, 2025; is subordinated to the WTI Facility and the Convertible Debentures; and each of the WTI Lenders and Yorkville have been granted certain rights under the CPN. The CPN related party lender will not demand payment of this note, for so long as any portion of the WTI Facility or Convertible Debentures remains outstanding. Furthermore, pursuant to a Side Letter, dated June 26, 2025, by and among the Company, Innventure LLC, Accelsius and the related party, until such time as the CPN is either repaid in full or converted into equity of Accelsius, the Company will not seek repayment of any portion of that certain Loan and Security Agreement between Innventure LLC and Accelsius, dated as of March 30, 2023 (subject to certain exceptions).

Accelsius also entered into unsecured convertible notes (“Related Party Term Convertible Notes”, together with the CPN, the “Related Party Convertible Notes”) with certain investors deemed to be Related Parties (as defind in the Company’s Related Party Transactions Policy) for a total principal amount of $4,250. Proceeds of $3,000 from the Related Party Term Convertible Notes were received as of June 30, 2025. The Related Party Term Convertible Notes have a stated maturity date of December 31, 2026 and bear interest at the annual applicable federal rate published by the Internal Revenue Service. Accelsius applied the proceeds from the issuance of the Related Party Term Convertible Notes to repay borrowings under the Innventure Convertible Line of Credit. As a result of the Repayment, the Company’s indirect beneficial holdings, through Innventure LLC, of Accelsius may be reduced in the event that the Term Convertible Notes are converted into Series A Units of Accelsius.

The Related Party Term Convertible Notes, which are are subordinated to the WTI Facility, are convertible at the option of the lenders, starting January 2, 2026, for all amounts due under the notes at the time of conversion, into Accelsius’ Series A Units at a price per unit equal to $12.175. For as long as any portion of the WTI Facility remains outstanding, the Related Party Term Convertible Notes lenders will not demand payment related to the Related Party Term Convertible Notes, unless they convert the debt into equity.

#### Cash Flows

Cash flows associated with operating, investing and financing activities for the six months ended June 30, 2025 (Successor) and six months ended June 30, 2024 (Predecessor) are summarized as follows:

|  | Successor Six months ended June 30, 2025 | Predecessor Six months ended June 30, 2024 | Change Amount | % Change |
| --- | ---: | ---: | ---: | ---: |
| Net Cash Used in Operating Activities | $(36,754) | $(16,391) | $(20,363) | 124.2% |
| Net Cash Used in Investing Activities | (3,640) | (4,377) | 737 | (16.8)% |
| Net Cash Provided by Financing Activities | 41,240 | 20,274 | 20,966 | 103.4% |
| **Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash** | **$846** | **$(494)** | **$1,340** | **271.3%** |

#### Net Cash Used in Operating Activities

Cash flows used in operating activities were $36,754 for the six months ended June 30, 2025 (Successor), as compared to $16,391 for the six months ended June 30, 2024 (Predecessor), an increase of $20,363, or 124.2%. 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 $3,640 for the six months ended June 30, 2025 (Successor), as compared to $4,377 for the six months ended June 30, 2024 (Predecessor), a decrease of $737 or 16.8%. The decrease is primarily related to reduced proceeds from sales of investments and lower advances to an equity method investee, offset by investment in available-for sale debt securities and increased acquisitions of property, plant and equipment.

#### Net Cash Provided by Financing Activities

Cash flows provided by financing activities were $41,240 for the six months ended June 30, 2025 (Successor), as compared to $20,274 for the six months ended June 30, 2024 (Predecessor), an increase of $20,966 or 103.4%. The increase is primarily related to proceeds from the issuance of additional debt financing.

#### Indebtedness

Refer to Note 5. Borrowings to our condensed consolidated financial statements for the three and six months ended June 30, 2025 (Successor) and three and six months ended June 30, 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 June 30, 2025:

|  | 2025 (remaining 6 months) | 2026 | 2027 | 2028 | Thereafter | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Operating lease | $309 | $693 | $467 | $228 | $— | $1,697 |
| Debt obligations | 13,011 | 29,234 | 8,244 | 4,561 | — | 55,050 |
| Fixed future installments payable | 700 | 825 | 825 | 825 | 9,900 | 13,075 |
| **Total** | **$14,020** | **$30,752** | **$9,536** | **$5,614** | **$9,900** | **$69,822** |

#### 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 Financial Accounting Standard Board’s Accounting Standards Update 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 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, 4,470 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 June 30, 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 and (c) segregation of duties. 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 Aug 14, 2025.
Source: SEC EDGAR, the filing index for accession 0001628280-25-040379. Last ingested by Listed: Nov 2, 2026, 08:14 ET. No prices; not investment advice.