Innventure Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 2, 2025, Innventure, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the close of business on October 14, 2025, the record date for the Special Meeting, there were (i) 58,046,433 shares of common stock, par value $0.0001 per share (“Common Stock”), issued and outstanding, each share entitled to one vote, (ii) 33,144 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) 150,000 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 Special Meeting.
At the Special Meeting, the holders of shares of the Company’s Common Stock, Series B Preferred Stock, and Series C Preferred Stock, representing 35,268,907 votes in aggregate, were present in person or by proxy, constituting a quorum. A description of each matter voted upon at the Special 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 October 20, 2025. The final votes on the proposals presented at the Special Meeting are set forth below.
Proposal 1: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 20% or more of the Company’s issued and outstanding Common Stock as of September 15, 2025, in connection with the conversion of the convertible debentures issued to YA II PN, Ltd. (“Yorkville”) pursuant to the Securities Purchase Agreement between the Company and Yorkville dated September 15, 2025 (“Proposal 1”). Proposal 1 was approved by vote of stockholders as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
34,642,386 | 595,520 | 31,001 | 0 | |||||||||||||||||
Proposal 2: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 20% or more of the Company’s issued and outstanding Common Stock as of March 25, 2025, in connection with the conversion of the convertible debentures issued to Yorkville pursuant to the Securities Purchase Agreement between the Company and Yorkville dated March 25, 2025 (“Proposal 2” and, together with Proposal 1, the “Yorkville Proposals”). Proposal 2 was approved by vote of stockholders as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
34,696,064 | 541,841 | 31,002 | 0 | |||||||||||||||||
The Company’s stockholders did not vote on the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of the Yorkville Proposals because there were sufficient votes to approve the Yorkville Proposals and, therefore, such adjournment was not necessary.
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: December 4, 2025 | By: | /s/ Suzanne Niemeyer | |||||||||
Name: | Suzanne Niemeyer | ||||||||||
Title: | General Counsel | ||||||||||