Innventure, Inc.
For the period ended Dec 2, 2025. Filed Oct 20, 2025.
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Dec 2, 2025 · Filed Oct 20, 2025
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DEF 14A 1 ny20054388x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| ☒ | Filed by the Registrant |
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| ☐ | Filed by a party other than the Registrant |
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CHECK THE APPROPRIATE BOX:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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INNVENTURE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on December 2, 2025
Notice is hereby given that a Special Meeting of Stockholders (the “Special Meeting”) of Innventure, Inc. (the “Company,” “Innventure,” “us,” “we,” and “our”) will be held on Tuesday, December 2, 2025 at 2:00 p.m., Eastern Time, via a live webcast on the Internet. Stockholders will be able to virtually attend the Special Meeting online and vote their shares electronically during the Special Meeting by visiting www.virtualshareholdermeeting.com/INV2025SM. At our Special Meeting, our stockholders will be asked to:
| 1. | Approve the issuance of 20% or more of the Company’s issued and outstanding common stock as of September 15, 2025, pursuant to the September 2025 Convertible Debentures (as defined in the Proxy Statement) with YA II PN, LTD. (“Yorkville”) (“Proposal 1”); |
| 2. | Approve the issuance of 20% or more of the Company’s issued and outstanding common stock as of March 25, 2025, pursuant to the March 2025 Convertible Debentures (as defined in the Proxy Statement) with Yorkville (“Proposal 2” and, together with Proposal 1, the “Yorkville Proposals”); |
| 3. | Approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Yorkville Proposals (the “Adjournment Proposal”); and |
| 4. | Transact any other business that may properly come before the Special Meeting or any adjournment or postponement thereof. |
Stockholders are referred to the accompanying proxy statement (the “Proxy Statement”) for more detailed information with respect to the matters to be considered at the Special Meeting.
The Board has fixed the close of business on October 14, 2025, as the record date (the “Record Date”) for determining the stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournments thereof. Only stockholders of record at the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Special Meeting or any adjournments thereof. The date of mailing this notice of special meeting (the “Notice”) and Proxy Statement is on or about October 20, 2025.
As further described in the proxy materials for the Special Meeting, stockholders are invited to attend the Special Meeting via the live webcast on the Internet. Even if you plan to attend, we encourage you to vote in advance of the meeting. You may cast your vote via:
| Internet | |
| www.proxyvote.com | mark, sign, date & return your proxy card |
| Phone | Live at the virtual Special Meeting |
| 1-800-690-6903 | www.virtualshareholdermeeting.com/INV2025SM |
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on December 2, 2025: Pursuant to the rules of the Securities and Exchange Commission, with respect to the Special Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail. The Notice and Proxy Statement are also available free of charge at www.proxyvote.com.
Investor Relations
Innventure, Inc.
6900 Tavistock Lakes Boulevard, Suite 400
Orlando, Florida 32827
investorrelations@innventure.com
By order of the Board of Directors,
Suzanne Niemeyer
General Counsel
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.