Core Viewpoint - Innventure, Inc. has successfully closed a registered direct offering of common stock, raising approximately $40 million to strengthen its balance sheet and support its long-term growth strategy [1][3]. Group 1: Offering Details - The offering was made to four institutional investors and resulted in gross proceeds of about $40 million before expenses [1]. - The net proceeds will be used to redeem outstanding convertible debentures and for working capital, including the potential conversion of approximately $8 million of intercompany convertible debt into equity in Accelsius [2]. - The offering was conducted under an effective shelf registration statement filed with the SEC [4]. Group 2: Strategic Implications - The CEO of Innventure emphasized that the capital raised will enhance the company's ability to unlock value from breakthrough technologies and increase ownership in Accelsius, which is positioned in a growing market with a sales opportunity pipeline exceeding $1 billion [3]. - The company aims to drive durable shareholder value as it progresses through future quarters and years [3]. Group 3: Company Overview - Innventure focuses on building companies with billion-dollar valuations by commercializing breakthrough technology solutions and bridging the gap between corporate innovation and commercialization [6].

Core Viewpoint - Innventure, Inc. has entered into securities purchase agreements to sell 11,428,572 shares of common stock for approximately $40 million, aimed at repaying outstanding convertible debentures and for working capital purposes [1][2]. Group 1: Offering Details - The offering is expected to close on or about January 14, 2026, pending customary closing conditions [1]. - Titan Partners is acting as the sole placement agent for the offering [3]. - The offering is made under an effective shelf registration statement on Form S-3, filed with the SEC on December 23, 2025, and declared effective on January 9, 2026 [4]. Group 2: Use of Proceeds - The net proceeds from the offering will be used to repay all outstanding obligations under convertible debentures and for general corporate purposes, including the repayment of approximately $8 million in intercompany convertible debt [2]. Group 3: Company Overview - Innventure is an industrial growth conglomerate focused on building companies with billion-dollar valuations by commercializing breakthrough technology solutions [6]. - The company aims to bridge the gap between corporate innovation and commercialization through value-driven partnerships and operational expertise [6].

Summary of Innventure Year-End Conference Call Company Overview - **Company Name**: Innventure - **Ticker**: INV - **Business Model**: Innventure focuses on starting, building, and scaling disruptive industrial technology solutions through strategic collaborations with multinationals [2][3][4] Key Points Industry Focus - Innventure operates in the industrial technology sector, specifically targeting technologies that address unmet market needs [3][4] - The company has launched four companies to date, including PureCycle Technologies, AeroFlexx, Accelsius, and Refinity, each focusing on innovative solutions in recycling and data center cooling [7][10][11] Core Business Model - Innventure employs a closed-loop model that emphasizes unique technology solutions developed by multinationals, ensuring that these technologies are not easily replicated [4][5] - The model aims to mitigate risks associated with early-stage technology companies by ensuring that multinationals are involved as early adopters or customers [6][19] Recent Developments - **Accelsius**: A data center cooling solution that has gained significant market interest, with a pipeline exceeding $1 billion [11][36] - **Refinity**: A recycling business developed in collaboration with Dow Chemical, leveraging technology from VTT, a Finnish lab [10][11] Financial Performance - Innventure went public in October 2024 and has been focusing on reducing operational costs while managing cash burn [11][25][26] - The company has seen an increase in trading volume, averaging over a million shares, which is expected to enhance liquidity and capital access [26][43] Strategic Partnerships - Innventure has established relationships with major multinationals like Procter & Gamble and Nokia, which have facilitated the launch of new companies and technologies [20][23] - The recent strategic investment from Johnson Controls in Accelsius is seen as a validation of the technology and a potential revenue-generating relationship [30][32] Future Outlook - The company aims to continue accelerating the commercialization process for its technologies, with a focus on execution and building trust with clients [39][40] - Innventure is optimistic about its growth trajectory, particularly with Accelsius, and plans to leverage its recent addition to the Russell 2000 and 3000 indices to enhance capital raising efforts [41][43] Investor Relations - Innventure's insiders are reportedly increasing their holdings, indicating confidence in the company's long-term value creation [46][47] - The management emphasizes the importance of executing growth plans and managing capital costs effectively [47][48] Additional Insights - The company is focused on creating immediate economic value through disruptive technologies that compel changes in client behavior [14][19] - Innventure's approach is characterized by a low-throughput, high-conviction strategy, concentrating on a few selected technologies rather than spreading resources too thinly across many [19][20] This summary encapsulates the key points discussed during the Innventure Year-End Conference Call, highlighting the company's strategic focus, recent developments, financial performance, and future outlook.

Core Insights - Innventure, Inc. has been added to the Russell 2000® Index and the Russell 3000® Index, effective December 22, 2025, as part of the annual reconstitution [1][2] - The inclusion in these indexes is expected to enhance the company's visibility within the investment community and broaden its shareholder base [2] Company Overview - Innventure is an industrial growth conglomerate focused on building companies with billion-dollar valuations by commercializing breakthrough technology solutions [3] - The company aims to bridge the "Valley of Death" between corporate innovation and commercialization through value-driven partnerships, operational experience, and capital-intensive scale-up expertise [3] Index Information - Membership in the Russell indexes is determined primarily by market capitalization and style attributes, and it remains in place for one year, updated annually [2] - FTSE Russell, which manages these indexes, is a global leader in providing benchmarking and analytics solutions, with approximately $18.1 trillion benchmarked to its indexes [4]

Core Insights - Innventure, Inc. has appointed Bruce Brown as its first Lead Independent Director, reflecting the company's commitment to strong corporate governance and independent board oversight [1][2] Company Leadership - Bruce Brown's appointment is seen as a natural evolution in Innventure's governance structure as the company matures as a public entity [3] - Brown has extensive experience in innovation and technology commercialization, having served as Chief Technology Officer at Procter & Gamble and holding board positions at Magnera Corporation and Nokia Corporation [3][5] Responsibilities of the Lead Independent Director - In his new role, Brown will assist in developing Board agendas, act as a liaison between the Board Chairman and independent directors, and maintain communication with major stockholders and stakeholders [6] Company Overview - Innventure focuses on building billion-dollar companies by commercializing breakthrough technology solutions, aiming to bridge the gap between corporate innovation and commercialization [7]

Financial Data and Key Metrics Changes - Innventure reported revenue of $0.5 million for Q3 2025, primarily from proof of concept sales at Accelsius, indicating early-stage revenue growth has taken longer than expected [15] - Total G&A expenses for the quarter were $16.9 million, down from $18.6 million in Q2 and $19.7 million in Q1, reflecting improved operational efficiency [15] - The net loss for the quarter was $34.7 million, with adjusted EBITDA showing a loss of $17.5 million [15] - Cash at the end of the quarter was $14.1 million, an increase of $3 million from the beginning of the year [15] Business Line Data and Key Metrics Changes - Accelsius's opportunity pipeline grew 79% quarter over quarter, exceeding $1 billion, with over 75% of the pipeline representing production opportunities for 2026 [4][5] - AeroFlexx achieved its fifth consecutive quarter of revenue recognition across multiple market categories, highlighting a strong customer pipeline in both the U.S. and EU [8][9] - Refinity is progressing towards commercializing its technology, with plans for a mid-scale demonstration in 2026 and larger commercial deployments thereafter [10][11] Market Data and Key Metrics Changes - Accelsius's bookings in Q3 surpassed all previous quarters combined, indicating a significant growth trend expected to continue into Q4 and beyond [5] - AeroFlexx received two prestigious awards in Q3, underscoring its leadership in sustainable packaging solutions [9] Company Strategy and Development Direction - The company is focused on building market-changing companies that deliver tangible value for shareholders, with a disciplined, data-driven model pairing transformative technologies with proven operators [12][13] - Accelsius's recent $25 million strategic investment from Johnson Controls is expected to enhance its growth capital and market position [6][16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in Accelsius's ability to create long-term value, citing robust growth projections and a strong opportunity pipeline [6][12] - The company acknowledges that its share price does not currently reflect the underlying value created, but remains committed to executing its strategy and expanding its pipeline [13][16] Other Important Information - The company has deployed approximately $160 million into its operating companies, producing net assets valued at an estimated $860 million [12] - Accelsius has expanded its manufacturing footprint with a dedicated facility in Austin and installed demonstration sites in various locations [5][6] Q&A Session Summary Question: Can you elaborate on the $1 billion opportunity pipeline for Accelsius? - The pipeline is significantly spread out with several hundred leads, and while large orders from hyperscalers are possible, the majority are smaller opportunities [18][19] Question: What is the expected conversion rate for the pipeline over the next 12 to 18 months? - Management indicated that the pipeline metrics are well calibrated, and while they cannot provide specific percentages, they are confident that a meaningful fraction will translate into revenue [29][32] Question: What investments or supply chain builds are required for Accelsius to support large-scale developments starting in 2026? - Accelsius has designed its supply chain thoughtfully, primarily using North American suppliers and dual-sourcing components to avoid supply chain challenges [28] Question: Are there any integration or regulatory milestones before transitioning pipeline orders into firm orders? - There are no significant technical or regulatory hurdles, and the company is well-positioned to deliver as customer needs arise [33]

Financial Performance - Revenue for the three months ended September 30, 2025 was $0.53 million, compared to $0.32 million for the same period in 2024[42] - Adjusted EBITDA for the three months ended September 30, 2025 was $(17.5) million, compared to $(3.0) million for the same period in 2024[42] - Net loss for the three months ended September 30, 2025 was $(34.735) million, compared to $(7.641) million for the same period in 2024[48] - Net loss for the nine months ended September 30, 2025 was $(429.684) million, compared to $(26.481) million for the same period in 2024[48] - Adjusted EBITDA for the nine months ended September 30, 2025 was $(55.466) million, compared to $(12.968) million for the same period in 2024[48] Business Highlights - Accelsius secured a $25 million strategic investment from Johnson Controls on October 2, 2025[27,44] - The opportunity pipeline grew by 79% quarter-over-quarter, exceeding $1 billion[27,44] - Over 80% of the pipeline represents production opportunities for Shift to Production 2026[27] - Q3 commercial bookings for Accelsius surpassed all previous bookings combined[44]

Financial Performance - Revenue for the three months ended September 30, 2025, was $534,000, a 68.7% increase from $317,000 in the same period of 2024[21] - Operating expenses for the three months ended September 30, 2025, totaled $29,739,000, up from $13,991,000 in the prior year, representing a 112.5% increase[21] - Research and development expenses increased to $6,151,000 for the three months ended September 30, 2025, compared to $2,533,000 in the same period of 2024, marking a 142.5% rise[21] - The net loss attributable to Innventure, Inc. stockholders for the three months ended September 30, 2025, was $28,332,000, compared to a loss of $2,211,000 in the same period of 2024[21] - Basic and diluted loss per share for the three months ended September 30, 2025, was $(0.51), an improvement from $(0.94) in the prior year[21] - Total comprehensive loss for the three months ended September 30, 2025, was $34,454,000, compared to $10,014,000 in the same period of 2024[21] - The company reported a goodwill impairment of $346,557,000 for the nine months ended September 30, 2025[21] - Interest expense for the three months ended September 30, 2025, was $3,401,000, significantly higher than $852,000 in the same period of 2024[21] - The total operating expenses for the nine months ended September 30, 2025, were $434,211,000, compared to $36,256,000 in the same period of 2024, reflecting a substantial increase[21] - The net loss for the nine months ended September 30, 2025, was $429.684 million, compared to a net loss of $26.481 million for the same period in 2024, indicating a significant increase in losses[29] - Cash used in operating activities for the nine months ended September 30, 2025, was $56.328 million, up from $18.647 million in the prior year[29] - The company recognized an EBITDA loss of $412.499 million for the nine months ended September 30, 2025, compared to a loss of $25.035 million for the same period in 2024[33] Assets and Liabilities - Innventure reported total assets of $556.5 million as of September 30, 2025, down from $905.3 million at the end of 2024[18] - Cash and cash equivalents decreased to $9.1 million from $11.1 million at the end of 2024[18] - Accounts receivable increased significantly to $1.6 million from $283,000 at the end of 2024[18] - Total current liabilities rose to $82.5 million from $69.3 million at the end of 2024[18] - The accumulated deficit increased to $333.8 million from $78.3 million at the end of 2024[18] - Total stockholders' equity decreased to $406.6 million from $766.3 million at the end of 2024[18] - The company reported an accumulated deficit of $333.844 million as of September 30, 2025[27] - The total stockholders' equity increased to $525.745 million as of March 31, 2025, up from $766.293 million as of December 31, 2024[27] - The total number of common shares outstanding increased to 56,220,158 as of September 30, 2025[27] Financing Activities - The company issued 481,325 common shares, net of issuance costs, raising $2.625 million during the period[27] - The issuance of Series C Preferred Stock generated $5.663 million in net proceeds[27] - The company issued $36 million in debt securities, net of issuance costs, during the nine months ended September 30, 2025[29] - The net cash flows provided by financing activities were $63.349 million for the nine months ended September 30, 2025, compared to $38.191 million in the prior year[29] Strategic Developments - Accelsius secured a strategic investment from Johnson Controls and introduced the NeuCool® MR250 system, with a sales pipeline exceeding $1 billion[2] - AeroFlexx achieved its 5th consecutive quarter of revenue generation, expanding its customer pipeline in the U.S. and Europe[2] - Refinity is on track to demonstrate pilot scale and finalize initial site selection for its first plant by year-end 2025[2] - Innventure aims to unlock value through advancements in its operating companies and a high-quality pipeline of technology opportunities[3] Cash Flow and Expenses - The cash flow statements indicate significant cash movements, reflecting ongoing operational adjustments and financing activities[28] - Stock-based compensation expenses amounted to $7.725 million for the quarter ending September 30, 2025[27] - Stock-based compensation expenses increased to $22.972 million for the nine months ended September 30, 2025, compared to $1.056 million in the same period of 2024[35] - Cash paid for interest increased to $2.551 million for the nine months ended September 30, 2025, from $1.070 million in the previous year[31] - The company reported a change in fair value of financial liabilities of $(19.496) million for the nine months ended September 30, 2025[35]

Group 1 - Accelsius secured a strategic investment from Johnson Controls and introduced its NeuCool® MR250 system, with a sales pipeline exceeding $1 billion, positioning the company to capitalize on the growing demand for advanced liquid cooling solutions [1][3] - AeroFlexx achieved its fifth consecutive quarter of revenue generation and is expanding its customer pipeline in the U.S. and Europe, including a partnership with ĕleeo brands for innovative, recyclable packaging [1][3] - Refinity is on track to demonstrate pilot scale and finalize the initial site selection for its first plant by the end of the year, indicating progress in its operational capabilities [1][3] Group 2 - Innventure's CEO, Bill Haskell, emphasized the company's focus on unlocking value through the advancement of its operating companies and a high-quality pipeline of technology opportunities, suggesting a commitment to long-term shareholder value [3] - The company reported revenue of $534 million for the quarter ended September 30, 2025, compared to $317 million for the same period in 2024, indicating significant growth [19] - Operating expenses for the same quarter were $29.7 million, up from $14 million in the previous year, reflecting increased investment in operations [19]

Revenue and Loss - Revenue for the nine months ended September 30, 2025, was $1,234,000, an increase of $470,000 or 61.5% compared to $764,000 for the same period in 2024[227] - Net loss attributable to Innventure, Inc. stockholders was $255,556,000 for the nine months ended September 30, 2025, compared to a loss of $14,719,000 in 2024, representing an increase of $240,837,000 or 1,636.2%[226] - Total comprehensive loss for the nine months ended September 30, 2025, was $431,601,000, compared to a loss of $28,854,000 in 2024, an increase of $402,747,000 or 1,395.8%[226] - Net loss attributable to Innventure, Inc. stockholders was $28,332 for the three months ended September 30, 2025, compared to $2,211 in 2024, an increase of $26,121 or 1,181.4%[245] - For the three months ended September 30, 2025, the company reported a net loss of $34,735, compared to a net loss of $7,641 for the same period in 2024[261] Expenses - Cost of sales increased to $7,192,000 for the nine months ended September 30, 2025, up $6,415,000 or 825.6% from $777,000 in 2024[228] - General and administrative expenses rose to $55,172,000, an increase of $29,849,000 or 117.9% from $25,323,000 in the prior year[229] - Research and development expenses surged to $18,472,000, an increase of $12,494,000 or 209.0% from $5,978,000 in 2024[232] - Interest expense, net, increased to $7,586,000, up $6,286,000 or 483.5% from $1,300,000 in the previous year[233] - Total operating expenses reached $434,211,000, an increase of $397,955,000 or 1,097.6% from $36,256,000 in the prior year[226] Cash Flow and Financing - Net cash used in operating activities increased to $56,328 for the nine months ended September 30, 2025, compared to $18,647 for the same period in 2024, representing a 202.1% increase[275] - Net cash used in investing activities decreased to $4,079 for the nine months ended September 30, 2025, down from $5,822 in 2024, a decrease of 29.9%[276] - Net cash provided by financing activities rose to $63,349 for the nine months ended September 30, 2025, compared to $38,191 in 2024, marking a 65.9% increase[277] - The company anticipates requiring at least $50,000 over the next 12 months to meet operating and strategic needs, with an additional $25,000 for growth[270] - The Standby Equity Purchase Agreement (SEPA) with Yorkville allows the company to sell up to $75,000 in common stock, with approximately $67,000 remaining available as of September 30, 2025[271] Goodwill and Impairment - Goodwill impairment expense was $346,557,000 for the nine months ended September 30, 2025, compared to $0 in 2024, reflecting a significant decline in market capitalization[230] - The company recognized a goodwill impairment of $346,557 for the nine months ended September 30, 2025, due to decreases in share price and market capitalization[264] Working Capital and Obligations - The company reported a working capital deficit of $(50,227) as of September 30, 2025, compared to $(45,061) as of December 31, 2024[270] - The total contractual obligations as of September 30, 2025, amount to $88,537, with significant debt obligations of $73,906[279] Going Concern and Management's Plans - The company has experienced recurring losses from operations and negative cash flows from operating activities, raising substantial doubt about its ability to continue as a going concern[280] - Management has indicated that without adequate capital from financing or sufficient revenues, the company may need to implement cost reduction measures[281] - The company has not made assurances that required financings will be available on commercially acceptable terms, which could materially affect its business[282] - The condensed consolidated financial statements have been prepared assuming the company will continue as a going concern, without adjustments for potential uncertainties[283] Accounting Policies - There have been no material changes to the company's critical accounting policies and estimates compared to the previous annual report[284] - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[285]