Form 8-K Innventure, Inc. For: Aug 24
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
As previously announced in an August 18, 2026 letter to shareholders from the Board of Directors (the “Board”) of Innventure, Inc. (the “Company” or “Innventure”), the Board decided that senior management and directors who received earnout shares based on an Accelsius purchase order from Dark NX (“Milestone One”) forfeit those shares, and these individuals agreed to do so. The forfeitures were made by the following individuals: Roland Austrup, James O. Donnally, William Grieco, Gregory W. Haskell, John Scott, Michael Otworth, and David Yablunosky (the “Forfeiting Holders”) pursuant to forfeiture agreements dated as of August 24, 2026 (the “Forfeiture Agreements”). The form of the Forfeiture Agreements is furnished as Exhibit 99.1 to this Current Report on Form 8-K. An aggregate of 435,168 shares of the Company’s Common Stock, comprising all the shares that were issued to the Forfeiting Holders in connection with Milestone 1, were voluntarily forfeited. The forfeited shares were canceled by the Company’s transfer agent between September 8, 2026 and September 15, 2026.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description of Exhibit | ||||
99.1 | |||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INNVENTURE, INC. | |||||||||||
Date: September 15, 2026 | By: | /s/ Suzanne Niemeyer | |||||||||
Name: | Suzanne Niemeyer | ||||||||||
Title: | General Counsel | ||||||||||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT