Innventure, Inc. 8-K

What Happened
Innventure, Inc. (through its subsidiary Accelsius Holdings LLC) announced the closing on December 29, 2025 of Series B-1 unit sales that generated approximately $40 million of gross proceeds. Legrand DPC, LLC purchased 822,195 Series B-1 Units for about $30 million and Johnson Controls, Inc. (an existing investor) bought an additional 274,065 Series B-1 Units for about $10 million. These proceeds are in addition to roughly $25 million previously raised from JCI on October 2, 2025. Accelsius will use the net proceeds for general company purposes.

Key Details

• Total closing proceeds: ~ $40 million on Dec 29, 2025 (Legrand ~$30M; JCI ~$10M); plus prior $25M raised Oct 2, 2025.
• Unit terms: Series B-1 Units have an Issue Price of $36.4877 per unit, are convertible into Accelsius Class A Common Units (initial Conversion Price = $36.4877), and are unregistered with transfer restrictions.
• Governance changes: Accelsius amended its Operating Agreement, expanding the board to eight directors and giving Legrand the right to designate and remove one director while it beneficially owns ≥50% of its purchased Series B-1 Units.
• Protective and commercial rights: Legrand (and JCI) receive customary preemptive, rights of first refusal/co-sale, information and registration rights; Legrand’s approval is required for certain “Preferred Decisions” (e.g., amendments harming Series B-1 rights, debt over $20M, creating senior units, increasing authorized unit counts). Accelsius expects to enter reseller, private-label, joint development, supply and contract manufacturer agreements with Legrand.

Why It Matters
This filing shows fresh institutional capital into Accelsius that strengthens its balance sheet and supports growth plans. The deal also gives Legrand significant governance and protective rights and signals a potential commercial relationship (reseller/supply/joint development) that could affect Accelsius’ distribution and product strategy. Investors should note the units are convertible and unregistered (transfer-restricted), and certain corporate actions now require the Legrand director’s approval while Legrand holds the specified stake.