Innventure, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
INV$0.16+10.6%Stored close · as of Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001628280-25-040379
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001628280-25-052035
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 143 previous paragraphs and 130 current paragraphs.
59 unchanged; 49 reworded; 20 added; 35 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (20)
Current report
Comparison of the nine months ended September 30, 2025 and September 30, 2024:
Current report
Revenue was $1,234 for the nine months ended September 30, 2025 (Successor) and $764 for the nine months ended September 30, 2024 (Predecessor), an increase of $470, or 61.5%. The increase was driven by an increase of $667 of product sales in the Technology segment, offset by a decrease of $197 of management fee income.
Current report
Research and development expense was $18,472 for the nine months ended September 30, 2025 (Successor) and $5,978 for the nine months ended September 30, 2024 (Predecessor), an increase of $12,494 or 209.0%. The increase was due to an increase in amortization of intangible assets of $8,981, an increase in employee costs of $2,154 and an increase in development fees at Refinity of roughly $1,357.
Current report
Net gain on investments
Current report
Loss attributable to Non-controlling interest
Current report
Revenue was $534 for the three months ended September 30, 2025 (Successor) and $317 for the three months ended September 30, 2024 (Predecessor), an increase of $217 or 68.5%. The increase was driven by an increase of $412 of product sales in the Technology segment, offset by a decrease of $196 of management fee income.
Current report
Net gain on investments
Current report
Loss attributable to Non-controlling interest
Current report
Recent equity financing activities include:
Current report
•The Company entered into the SEPA with Yorkville in October 2023, which provides the Company the right, but not the obligation, to sell to Yorkville up to $75,000 in the Company’s common stock, par value $0.0001 per share (“Common Stock”) from time to time through November 2027 (of which approximately $67,000 in Common Stock remains available for issuance under the SEPA), subject to the satisfaction of certain conditions in the SEPA and the Purchase Agreements, which impose additional limitations and conditions upon the Company’s ability to access the SEPA. During the nine months ended September 30, 2025 (Successor), the Company issued 997,573 shares of Common Stock pursuant to the SEPA in payment of $4,937 of principal and $247 of payment premiums for the Convertible Debentures. In addition to the Common Stock issuances pursuant to the SEPA made in repayment towards the Convertible Debentures, the Company sold 73,993 shares of Common Stock under the SEPA, raising $931 in cash proceeds.
Current report
•Accelsius raised a total of $7,120 through the issuance of Accelsius Series A Preferred units during the nine months ended September 30, 2025 (Successor).
Current report
•Accelsius raised $25,000 on October 2, 2025 through the issuance of 685,163 Series B-1 units to JCI. $7,337 of debt converted to equity in the form of 251,452 Series B-2 units and 125,725 B-2 Warrants in conjunction with the issuance of Series B-1 units by Accelsius.
Current report
•The Company raised $9,751 on October 3, 2025 through a private placement by issuing 1,625,235 shares of Common Stock at $6.00 per share and Series A warrants to purchase 1,625,235 shares of Common Stock.
Current report
Recent debt financing activities include:
Current report
•Accelsius entered into an unsecured Convertible Promissory Note (“CPN”) with a related party lender in June 2025 that is drawable in three tranches with 15% interest and a $35 loan fee. As of September 30, 2025, $2,000 was drawn down by Accelsius. On October 8, 2025, the Company repaid the CPN in full due to its related party lender, amounting to $2,000 in principal, $74 in interest, and $35 for the loan fee.
Current report
•Accelsius issued unsecured convertible notes with various other parties for a total principal amount of $7,750 in June and July of 2025 that are convertible into Series A Units of Accelsius starting January 2026.
Current report
•Accelsius entered into unsecured convertible promissory notes totaling $9,150 in principal between August 12, 2025 and September 19, 2025, with $7,300 in cash proceeds received by September 30, 2025.
Current report
•The Company entered into the Securities Purchase Agreement with Yorkville on September 15, 2025 to issue the New Convertible Debentures. Of the $15,000 authorized, one tranche totaling $10,000 was issued before September 30, 2025 totaling $9,000 in cash proceeds. On November 12, 2025, the Company issued the second tranche of the New Convertible Debentures for $5,000, totaling $4,500 in cash proceeds. In addition, as provided by the Securities Purchase Agreement, for so long as any amounts remain outstanding under the Convertible Debentures, unless otherwise agreed by Yorkville: (A) the Company shall not submit an advance notice in writing to Yorkville under the SEPA (each, an “Advance,” and notice of such request, an “Advance Notice”) prior to January 15, 2026 (the date that is four months from September 15, 2025); (B) thereafter, the Company may submit an Advance Notice provided that an Amortization Event (as defined in the Convertible Debentures) has not occurred, or has occurred but is not continuing, and certain other conditions have been satisfied under the Convertible Debentures; and (C) notwithstanding the limitations set forth in (A) and (B) above, if an Amortization Event has occurred and is continuing, the Company may submit an Advance Notice provided that (1) the Company requests an Option 2 Pricing Period (as defined in the SEPA) in such Advance Notice and (2) all of the proceeds from such Advance Notice shall be used to satisfy payments due or coming due pursuant to the Convertible Debentures.
Current report
•Pursuant to the Fifth Amendment to Loan and Security Agreement between Innventure LLC and Accelsius, on September 18, 2025 the Company elected to convert $550 of accrued interest outstanding into 45,159 Series A Units of Accelsius.
Current report
All convertible notes are subordinated to the WTI Facility and other debt of the Company owed to the WTI Lenders, and the holders of the convertible notes have agreed not to demand repayment while senior obligations remain outstanding.
Removed paragraphs (35)
Previous report
Comparison of the six months ended June 30, 2025 and June 30, 2024:
Previous report
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.
Previous report
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.
Previous report
Net gain (loss) on investments
Previous report
Net gain (loss) on investments – due to related parties
Previous report
Loss attributable to Non-redeemable non-controlling interest
Previous report
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.
Previous report
Goodwill impairment
Previous report
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.
Previous report
Net gain (loss) on investments
Previous report
Net gain (loss) on investments – due to related parties
Previous report
Loss on extinguishment of debt
Previous report
Loss attributable to Non-redeemable non-controlling interest
Previous report
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.
Previous report
Bridge Financing
Previous report
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.
Previous report
Series B Preferred Stock
Previous report
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.
Previous report
Series C Preferred Stock
Previous report
Standby Equity Purchase Agreement
Previous report
In October 2023, we entered into the SEPA with Yorkville. This agreement became effective concurrently with the Business Combination.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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).
Previous report
Convertible Debentures
Previous report
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.
Previous report
Term Convertible Notes
Previous report
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”).
Previous report
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.
Previous report
Related Party Convertible Notes
Previous report
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.
Previous report
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.
Previous report
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).
Previous report
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.
Reworded paragraphs (49)
Previous wording
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.
Current wording
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 September 30, 2025 and for the three and nine months ended September 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.
Previous wording
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.
Current wording
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 other equity method investment activities.
Previous wording
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)
Current wording
Results of Operations for the three and nine months ended September 30, 2025 (Successor) and three and nine months ended September 30, 2024 (Predecessor) (in thousands, except as otherwise noted)
Previous wording
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”).
Current wording
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 nine months ended September 30, 2024 (labeled “Predecessor”) and (2) three and nine months ended September 30, 2025 (labeled “Successor”).
Previous wording
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.
Current wording
Cost of sales was $7,192 for the nine months ended September 30, 2025 (Successor) and $777 for the nine months ended September 30, 2024 (Predecessor), an increase of $6,415, or 825.6%. The increase relates to the generation of revenue at the Technology segment resulting in an increase in costs related to supplies and materials amounting to $798, an increase in amortization of intangible assets of $3,660 and an increase in employee costs of $1,642.
Previous wording
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.
Current wording
General and administrative expense was $55,172 for the nine months ended September 30, 2025 (Successor) and $25,323 for the nine months ended September 30, 2024 (Predecessor), an increase of $29,849, or 117.9%. The increase in expenditure was attributed to increased stock-based compensation costs of $21,916, increased intangible asset amortization of $3,563 and increased professional and legal fees of $4,430.
Previous wording
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.
Current wording
Goodwill impairment expense was $346,557 for the nine months ended September 30, 2025 (Successor) and $— for the nine months ended September 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. For the three months ended September 30, 2025 (Successor), there was no goodwill impairment charge.
Previous wording
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.
Current wording
Sales and marketing expense was $6,818 for the nine months ended September 30, 2025 (Successor) and $4,178 for the nine months ended September 30, 2024 (Predecessor), an increase of $2,640, or 63.2%. The increase was due to increased employee costs of $1,772 and an increase in advertising and marketing-related events and expenses primarily associated with the commercialization phase of the Technology segment of $745.
Previous wording
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.
Current wording
Interest expense, net was $7,586 for the nine months ended September 30, 2025 (Successor) and $1,300 for the nine months ended September 30, 2024 (Predecessor), an increase of $6,286, or 483.5%. The increase was due to interest expense on the convertible debentures (collectively, the “Convertible Debentures”) issued to Yorkville pursuant to each of the securities purchase agreement, dated September 15, 2025 (“Securities Purchase Agreement”), and the securities purchase agreement, dated March 25, 2025, of $3,705, contractual interest expense for the term loan agreement 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 $2,048, amortization of issuance costs on the WTI Facility of $1,457, partially offset by a net decrease in interest expense related to other debt instruments that have been paid down of $587 and by an increase in interest income of $389.
Previous wording
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.
Current wording
Net gain on investments was $— for the nine months ended September 30, 2025 (Successor) and $11,547 for the nine months ended September 30, 2024 (Predecessor), a decrease of $11,547 or 100.0%. The decrease was due to the gain on investment in PureCycle Technologies, Inc. (“PCT”) owned stock via Class PCTA units during the nine months ended September 30, 2024 (Predecessor), which is no longer consolidated in the Company’s condensed consolidated financial statements as a result of Business Combination.
Previous wording
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.
Current wording
Net loss on investments – due to related parties was $— for the nine months ended September 30, 2025 (Successor) and $468 for the nine months ended September 30, 2024 (Predecessor), a decrease of $468 or 100.0%. The decrease was due to an increase in the fair value of the liability of PCT stock owed to other parties for the nine months ended September 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.
Previous wording
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.
Current wording
The fair value of financial liabilities decreased by $19,496 for the nine months ended September 30, 2025 (Successor) and increased by $478 for the nine months ended September 30, 2024 (Predecessor), an increase to income of $19,974, or 4,178.7%. The increase to income was primarily due to decreases in fair value for warrants of $14,371 and earnout liabilities of $8,419 and was offset by a net increase in the fair value of the embedded derivative liabilities of $2,816.
Previous wording
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.
Current wording
Equity method investment loss was $10,282 for the nine months ended September 30, 2025 (Successor) and the equity method investment income was $893 for the nine months ended September 30, 2024 (Predecessor), a change of $11,175, or 1,251.4%. The loss during the nine months ended September 30, 2025 (Successor) is related to losses from the Company’s equity method investment in AeroFlexx of $10,233. The income during the nine months ended September 30, 2024 (Predecessor) was due to allocated income from the Innventus ESG Fund I, L.P. (the “ESG Fund”) of $1,742 offset by losses from the Company’s equity method investment in AeroFlexx of $849.
Previous wording
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).
Current wording
Realized gain on conversion of available for sale investment was $1,507 for the nine months ended September 30, 2025 (Successor) and $— for the nine months ended September 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 nine months ended September 30, 2025 (Successor).
Previous wording
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).
Current wording
Loss on extinguishment of debt was $3,462 for the nine months ended September 30, 2025 (Successor) and $— for the nine months ended September 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 Convertible Debentures to Yorkville, which was accounted for as an extinguishment. There was no gain or loss on extinguishment of debt for the nine months ended September 30, 2024 (Predecessor).
Previous wording
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).
Current wording
Loss on extinguishment of related party debt was $3,538 for the nine months ended September 30, 2025 (Successor) and $— for the nine months ended September 30, 2024 (Predecessor), an increase of $3,538. The increase was due to the extinguishment of the related party loans by additional issuances of the Company’s series C preferred stock, $0.0001 par value per share (“Series C Preferred Stock”) during the nine months ended September 30, 2025 (Successor). There was no gain or loss on extinguishment of related party debt for the nine months ended September 30, 2024 (Predecessor).
Previous wording
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).
Current wording
Loss on conversion of promissory notes was $— for the nine months ended September 30, 2025 (Successor) and $1,119 for the nine months ended September 30, 2024 (Predecessor), a decrease of $1,119 or 100.0%. This was due to the automatic conversion of promissory notes during the nine months ended September 30, 2024 (Predecessor) into equity instruments which was treated as an extinguishment thereby generating a loss. There was no equivalent transaction for the nine months ended September 30, 2025 (Successor).
Previous wording
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.
Current wording
Unrealized loss on available for sale debt securities - related party was $410 for the nine months ended September 30, 2025 (Successor) and $2,373 for the nine months ended September 30, 2024 (Predecessor), a decrease of $1,963 or 82.7%. The decrease was due to the fair value adjustment to the AeroFlexx investment in debt securities which are classified as available for sale.
Previous wording
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).
Current wording
Reclassification of realized gain on conversion of available for sale investments was $1,507 for the nine months ended September 30, 2025 (Successor) and $— for the nine months ended September 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 nine months ended September 30, 2025 (Successor).
Previous wording
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).
Current wording
Loss attributable to non-controlling interests was $174,128 for the nine months ended September 30, 2025 (Successor) and $11,762 for the nine months ended September 30, 2024 (Predecessor), an increase of $162,366, or 1,380.4%. This was due to the increase in the Technology segment net loss as a result of goodwill impairment during the nine months ended September 30, 2025 (Successor) as compared to the nine months ended September 30, 2024 (Predecessor).
Previous wording
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.
Current wording
Cost of sales was $4,147 for the three months ended September 30, 2025 (Successor) and $777 for the three months ended September 30, 2024 (Predecessor), an increase of $3,370 or 433.7%. The increase relates to the generation of revenue at the Technology segment resulting in an increase in costs related to material costs and supplies amounting to $509, an increase in amortization of intangible assets of $2,047 and an increase of employee costs of $655.
Previous wording
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.
Current wording
General and administrative expense was $16,927 for the three months ended September 30, 2025 (Successor) and $9,052 for the three months ended September 30, 2024 (Predecessor), an increase of $7,875, or 87.0%. The increase was due to increased stock-based compensation costs of $7,592 and amortization expense resulting from the intangibles acquired in the Business Combination of $661.
Previous wording
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.
Current wording
Sales and marketing expense was $2,514 for the three months ended September 30, 2025 (Successor) and $1,629 for the three months ended September 30, 2024 (Predecessor), an increase of $885, or 54.3%. The increase was due to increased employee costs of $590 and a $236 increase in advertising and marketing-related events and expenses primarily associated with the commercialization phase of the Technology segment.
Previous wording
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.
Current wording
Research and development expense was $6,151 for the three months ended September 30, 2025 (Successor) and $2,533 for the three months ended September 30, 2024 (Predecessor), an increase of $3,618, or 142.8%. The increase was due to an increase of $2,693 of amortization of intangible assets and an increase in employee costs of $900.
Previous wording
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.
Current wording
Interest expense, net was $3,401 for the three months ended September 30, 2025 (Successor) and $852 for the three months ended September 30, 2024 (Predecessor), an increase of $2,549, or 299.2%. The increase was due to interest expense on the Convertible Debentures of $2,004, an increase in contractual interest expense on the WTI Facility of $690, amortization of issuance costs on the WTI Facility of $601, partially offset by a net decrease in interest expense related to other debt instruments that have been paid down of $956.
Previous wording
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.
Current wording
Net gain on investments was $— for the three months ended September 30, 2025 (Successor) and net gain on investments was $7,148 for the three months ended September 30, 2024 (Predecessor), a decrease of $7,148 or 100.0%. The decrease was due to the gain on investment in PCT owned stock via Class PCTA units during the three months ended September 30, 2024 (Predecessor), which is no longer consolidated in the Company’s condensed consolidated financial statements as a result of Business Combination.
Previous wording
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.
Current wording
Net loss on investments – due to related parties was $— for the three months ended September 30, 2025 (Successor) and $308 for the three months ended September 30, 2024 (Predecessor), a decrease of $308 or 100.0%. 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 September 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.
Previous wording
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.
Current wording
The fair value of financial liabilities increased by $4,109 for the three months ended September 30, 2025 (Successor) and was $— for the three months ended September 30, 2024 (Predecessor), an overall decrease to income of $4,109. The decrease to income was primarily due to an increase in fair value of the earnout liabilities of $1,090 and a net increase in the fair value of the embedded derivative liabilities of $3,272, offset by a decrease in the fair value of the warrant liabilities of $254.
Previous wording
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.
Current wording
Equity method investment loss was $1,602 for the three months ended September 30, 2025 (Successor) and equity method investment income was $109 for the three months ended September 30, 2024 (Predecessor), a decrease of $1,711, or 1,569.7%. The loss during the three months ended September 30, 2025 (Successor) is related to losses from the Company’s equity method investment in AeroFlexx of $1,621. The income during the three months ended September 30, 2024 (Predecessor) was due to allocated income from the ESG Fund of $400, offset by losses from the Company’s equity method investment in AeroFlexx of $290.
Previous wording
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.
Current wording
Unrealized gain on available for sale debt securities - related party was $281 for the three months ended September 30, 2025 (Successor) and unrealized loss on available for sale debt securities - related party amounted to $2,373 for the three months ended September 30, 2024 (Predecessor), a change of $2,654, or 111.8%. The change was due to the fair value adjustment to the AeroFlexx investment in debt securities which are classified as available for sale.
Previous wording
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)
Current wording
Loss attributable to non-controlling interests was $6,403 for the three months ended September 30, 2025 (Successor) and $5,430 for the three months ended September 30, 2024 (Predecessor), an increase of $973, or 17.9%. This increase was due to the increase in the Technology segment net loss.
Previous wording
(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.
Current wording
(2) Transaction and other related costs – For the three and nine months ended September 30, 2024 (Predecessor), this is comprised of consulting, legal, and other professional fees related to the Business Combination.
Previous wording
(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.
Current wording
(3) Change in fair value of financial liabilities – For the three and nine months ended September 30, 2025 (Successor), the change in fair value of financial liabilities primarily consists of the change in fair value of the warrant liability, the earnout liability and the embedded derivatives in various instruments. For the three and nine months ended September 30, 2024 (Predecessor), this is comprised entirely of the change in fair value of the embedded derivative associated with the convertible notes.
Previous wording
(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.
Current wording
(4) Stock based compensation – For the three and nine months ended September 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 subsidiaries. Additional Stock Options were granted in February 2025 and additional Restricted Stock Units were granted in June 2025 and August 2025 which are included in the stock-based compensation caption for their respective periods. For the three and nine months ended September 30, 2024 (Predecessor), stock-based compensation was comprised wholly of share-based payment employee incentive plans in existence at Innventure LLC and other subsidiaries.
Previous wording
(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).
Current wording
(5) Goodwill impairment - For the nine months ended September 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. For the three months ended September 30, 2025 (Successor), there was not a triggering event that occurred, resulting in no additional goodwill impairment charge.There was no similar goodwill impairment charge for the three and nine months ended September 30, 2024 (Predecessor).
Previous wording
(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).
Current wording
(6) Loss on extinguishment of debt - For the three and nine months ended September 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 nine months ended September 30, 2024 (Predecessor).
Previous wording
(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).
Current wording
(7) Loss on extinguishment of related party debt - For the three and nine months ended September 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 nine months ended September 30, 2024 (Predecessor).
Previous wording
Liquidity and Capital Resources (in thousands, except as otherwise noted)
Current wording
Liquidity and Capital Resources (in thousands, except as noted)
Previous wording
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.
Current wording
In assessing liquidity, we monitor and analyze cash on hand and operating expenditure commitments. Our material cash requirements are from working capital requirements and operating expense obligations.
Previous wording
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.
Current wording
Our long-term 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. As of September 30, 2025, we had limited cash on hand, and over the next 12 months, we anticipate that Innventure and its Operating Companies will require at least $50,000 to meet our collective operating and strategic needs, with an additional $25,000 required to support growth across our Operating Companies in accordance with our current business plan. We expect to meet these needs through a combination of cash on hand, operating cash flows, strategic investments, the Standby Equity Purchase Agreement (the “SEPA”) with Yorkville (maximum remaining availability of approximately $67,000 as of September 30, 2025, subject to the satisfaction of certain conditions in the SEPA and the Purchase Agreements, as described below, which impose additional limitations and conditions upon our ability to access the SEPA) and additional financings completed by us and our Operating Companies. Summarized below are equity and debt financing activities made during the nine months ended September 30, 2025 (Successor) and thereafter:
Showing the first 40 of 49 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Net loss on investments – due to related parties
Current report — wording carried from elsewhere
Net loss on investments – due to related parties