Innventure Inc.

06/22/2026 | Press release | Distributed by Public on 06/22/2026 06:43

Amendment to Current Report (Form 8-K/A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K/A
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 17, 2026
Date of Report (date of earliest event reported)
___________________________________
Innventure, Inc.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
001-42303
(Commission File Number)
93-4440048
(I.R.S. Employer Identification Number)
6900 Tavistock Lakes Blvd, Suite 400
Orlando, Florida 32827
(Address of principal executive offices and zip code)
(321) 209-6787
(Registrant's telephone number, including area code)
___________________________________
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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
INV
The Nasdaq Stock Market, LLC
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. ☐
Explanatory Note
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed by Innventure, Inc. (the "Company") with the Securities and Exchange Commission on June 18, 2026 (the "Original Form 8-K"), solely to correct an inadvertent error in the disclosure under Item 5.07 of the Original Form 8-K. The Original Form 8-K reported voting results for John Hewitt in Proposal 1 instead of James O. Donnally. This Amendment No. 1 corrects the name of the director nominee from John Hewitt to James O. Donnally. The voting results reported in the Original Form 8-K are otherwise unchanged. Except as set forth herein, no other changes are being made to the Original Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 17, 2026, the Company held its Annual Meeting of Stockholders (the "2026 Annual Meeting"). At the close of business on April 20, 2026, the record date for the 2026 Annual Meeting, there were (i) 82,094,894 shares of Common Stock issued and outstanding, each share entitled to one vote, (ii) 35,792 shares of Series B Preferred Stock, par value of $0.0001 per share (the "Series B Preferred Stock"), issued and outstanding, each share of Series B Preferred Stock entitled to 0.97 votes, and (iii) 159,270 shares of Series C Preferred Stock, par value $0.0001 per share (the "Series C Preferred Stock"), issued and outstanding, each share of Series C Preferred Stock entitled to 1.3 votes, constituting all outstanding voting securities of the Company entitled to vote at the 2026 Annual Meeting.
At the 2026 Annual Meeting, the holders of shares of the Company's Common Stock, Series B Preferred Stock, and Series C Preferred Stock, representing 53,906,796 votes in aggregate, were present in person or by proxy, constituting a quorum. A description of each matter voted upon at the 2026 Annual Meeting is described in detail in the Company's Definitive Proxy Statement on Schedule 14A, as filed with the U.S. Securities and Exchange Commission on April 30, 2026. The final votes on the proposals presented at the 2026 Annual Meeting are set forth below.
Proposal 1: To elect three nominees to serve as Class II directors for a three-year term expiring at the 2029 annual meeting of stockholders. Each of the nominees listed below has been elected to serve as a Class II director on the Company's board of directors for a three-year term expiring at the 2029 annual meeting of stockholders or until their respective successors are elected and qualify. The voting results were as follows:
Director Nominee
Votes For
Votes Withheld
Broker Non-Votes
Bruce Brown
31,623,445
3,658,598
18,624,753
James O. Donnally
32,998,141
2,293,902
18,624,753
Catriona Fallon
35,074,494
207,549
18,624,753
Proposal 2: To ratify the appointment of Withum Smith+Brown, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification was approved by vote of stockholders as follows:
Votes For
Votes Against
Abstentions
53,604,019
50,044
252,733
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: June 22, 2026
By:
/s/ David Yablunosky
Name:
David Yablunosky
Title:
Chief Financial Officer
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