Innventure, Inc. has entered into an At The Market Offering Agreement with Lucid Capital Markets, LLC, dated October 6, 2026. Under the terms of this agreement, the company may offer and sell shares of its common stock through Lucid, with an aggregate offering price of up to $60,000,000.
The offering will be conducted through the Nasdaq Stock Market, LLC, or in privately negotiated transactions, subject to the company's prior written approval. Lucid will act as a sales agent and/or principal, using its commercially reasonable efforts to sell the shares. The commission structure for Lucid is tiered: 3.0% of the gross sales price for the first $15,000,000 of shares sold, and 2.17% for the next $45,000,000 of shares sold. If Lucid acts as a principal, the commission will be agreed upon by the parties.
The company expects to use the net proceeds from this offering for working capital and general corporate purposes. These funds will support the company's strategic transformation to primarily focus on its subsidiary, Accelsius Holdings LLC, and, if sufficient proceeds are available and conditions are met, to acquire additional units of Accelsius.
The offering will be conducted pursuant to an effective shelf registration statement on Form S-3 (File No. 333-292427) filed with the SEC on December 23, 2025, and declared effective on January 9, 2026. A prospectus supplement was filed with the SEC on October 6, 2026, in connection with the offering.
Separately, the filing details a recent equity sale under a previously disclosed Standby Equity Purchase Agreement (SEPA) with Yorkville. Between September 10, 2026, and October 1, 2026, Innventure issued and sold 2,454,689 shares of common stock to Yorkville at a weighted-average effective price of $0.6869 per share. This transaction generated aggregate cash proceeds of $1,686,192.79. The company announced on October 6, 2026, that it does not intend to issue any additional shares pursuant to the SEPA.
