Innventure, Inc.

Recent Sales of Unregistered Equity Securities

On April 14, 2025, the Company issued a Convertible Debenture to Yorkville with a principal amount of $20,000,000 (the “First Convertible Debenture”), and on May 15, 2025, the Company issued a second Convertible Debenture to Yorkville with a principal amount of $10,000,000 (together with the First Convertible Debenture, the “Convertible Debentures”), each pursuant to the terms of the Securities Purchase Agreement.

The Convertible Debentures are convertible at the option of the holder into Common Stock equal to the applicable Conversion Amount (as defined below) divided by the Conversion Price (as defined in the Securities Purchase Agreement). The conversion price for the Convertible Debentures initially is $10.00 and will be adjusted on the six-month anniversary of the First Closing Date (the “First Reset Date”) and the nine-month anniversary of the First Closing Date (the “Second Reset Date” and collectively with the First Reset Date, a “Reset Date”) to equal the lower of the then applicable conversion price or the average volume weighted average price of the Common Stock for the 10 trading days immediately prior to the applicable Reset Date. Any portion of the Convertible Debentures may be converted at any time and from time to time, subject to the Exchange Cap (as defined in the Securities Purchase Agreement). The Conversion Amount with respect to any requested conversion will equal the principal amount requested to be converted plus all accrued and unpaid interest on the Convertible Debentures as of such conversion (the “Conversion Amount”). In addition, no conversion will be permitted to the extent that, after giving effect to such conversion, the holder, together with the certain related parties, would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such conversion, subject to certain adjustments.

On June 4, 2025, Yorkville and the Company entered into an amendment to the Convertible Debentures (the “Amendment”), pursuant to which the parties agreed to amend the definition of “Conversion Price” as set forth in Section 12(n) of the Convertible Debentures to add a price floor of $2.00 to the definition of Conversion Price. The Conversion Price may be adjusted from time to time upon the occurrence of certain events pursuant to the other terms and conditions of the Convertible Debentures.

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 include customary registration rights and change-of-control adjustments. The WTI Holders also have the option to purchase up to $1.5 million (in the aggregate) or such amount as is necessary for each of the WTI Holders to maintain its pro rata ownership in certain future financings conducted by the Company, subject to customary exclusions.

On May 2, 2025, the Company issued Yorkville 44,000 shares of Common Stock at an effective price of $3.99 per share; on May 21, 2025, the Company issued Yorkville 37,724 shares of Common Stock at an effective price of $5.50 per share; on May 29, 2025, the Company issued Yorkville 32,501 shares of Common Stock at an effective price of $5.59 per share; on June 4, 2025, the Company issued Yorkville 4,713 shares of Common Stock at an effective price of $5.75 per share; on June 9, 2025, the Company issued Yorkville 100,000 shares of Common Stock at an effective price of $5.46 per share; on June 12, 2025, the Company issued Yorkville 93,333 shares of Common Stock at an effective price of $5.36 per share; on June 17, 2025, the Company issued Yorkville 35,000 shares of Common Stock at an effective price of $4.86 per share; on June 23, 2025, the Company issued Yorkville 115,000 shares of Common Stock at an effective price of $5.12 per share; and on June 25, 2025, the Company issued Yorkville 11,554 shares of Common Stock at an effective price of $5.75 per share, each pursuant to the terms of the SEPA. The Company issued each of the foregoing securities in transactions not involving an underwriter and not requiring registration under Section 5 of the Securities Act in reliance on the exemption afforded by Section 4(a)(2) thereof or Regulation D promulgated under the Securities Act.

Issuer Repurchases of Securities

None.

None.

Not applicable.