UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  December 9, 2024

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Innventure, Inc.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code:  (321) 209-6787

Not applicable

(Former name or former address, if changed since last report.)

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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:

 

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐

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On December 9, 2024, the Compensation Committee (the “Committee”) of the Board of Directors of Innventure, Inc. (the “Company”) met and approved the grant of equity compensation awards (the “Equity Awards”), including awards to the Company’s principal financial officer and certain of the Company’s named executive officers (the “NEOs”).

 

The Equity Awards provide participants with an opportunity to earn or vest in equity-based awards under the Company’s 2024 Equity and Incentive Compensation Plan, previously filed with the Securities and Exchange Commission.  The Committee approved the following equity-based awards in the form of restricted stock units (“RSUs”) and stock option grants (“Stock Options”), each with a grant date of December 9, 2024:

 

For Mr. Yablunosky, the RSUs will generally vest in three equal installments following the grant date, starting on May 1, 2025, and annually thereafter, subject to his continuous service to the Company through the applicable vesting date.  For Mr. Otworth and Dr. Scott, the RSUs will generally vest on October 2, 2025 or, if earlier, on the same date that the lock-up set forth in the contractual lock-up agreement entered into by each of them on October 24, 2023 (the “Contractual Lock-Up”) terminates pursuant to its terms, in each case subject to their continuous service to the Company through the applicable vesting date.

 

For Mr. Yablunosky, the Stock Options will generally vest and become exercisable with respect to (i) 25% of the shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), underlying the Stock Options on May 1, 2025 and (ii) 75% of the shares of Common Stock underlying the Stock Options in eight substantially equal installments on each three-month anniversary thereafter, subject to his continuous service to the Company through the applicable vesting date.  For Mr. Otworth and Dr. Scott, the Stock Options will generally vest and become exercisable with respect to 100% of the shares of Common Stock underlying the Stock Options on October 2, 2025 or, if earlier, on the same date that the Contractual Lock-Up terminates pursuant to its terms, in each case subject to their continuous service to the Company through the applicable vesting date.  The Stock Options have an exercise price of $12.20, the closing price of the Common Stock on the grant date.

 

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the forms of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement and Notice of Grant of Nonqualified Stock Option and Nonqualified Stock Option Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this current report on Form 8-K and are incorporated herein by reference.

 

 

(d) Exhibits

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

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