Innventure, Inc. 10-Q

Item 5. Other Information. Insider Trading Arrangements During the fiscal quarter ended September 30, 2024 , none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K). Item 6. Exhibits. 72 Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter). Exhibit Number Description of Exhibits 2.1+ Business Combination Agreement, dated as of October 24, 2023, by and among Learn SPAC Holdco, Inc., Learn CW Investment Corporation, LCW Merger Sub, Inc., Innventure LLC and Innventure Merger Sub, LLC (incorporated by reference to Annex A to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 3.1 Amended and Restated Certificate of Incorporation of Innventure, Inc., filed with the Secretary of State of Delaware on October 2, 2024 (incorporated by reference to Exhibit 3.1 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024). 3.2 By-laws of Innventure, Inc. (incorporated by reference to Exhibit 3.2 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024). 3.3^ Certificate of Designation of Series B Preferred Stock, dated October 2, 2024, of Innventure, Inc. (incorporated by reference to Exhibit 3.3 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024). 4.1 Form of Innventure LLC Series 1 Promissory Note (incorporated by reference to Exhibit 4.3 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 4.2 Form of Accelsius Holdings LLC Convertible Promissory Note (incorporated by reference to Exhibit 4.4 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 4.3 Secured Convertible Note and Warrant Purchase Agreement, dated as of June 3, 2021, by and among Innventus ESG Fund I, L.P., AeroFlexx, LLC, and the Investors party thereto (incorporated by reference to Exhibit 4.5 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 4.4 Amended and Restated Secured Convertible Promissory Note and Warrant Purchase Agreement, dated as of July 31, 2021, by and among Innventus ESG Fund I, L.P., AeroFlexx, LLC, and the Investors party thereto (incorporated by reference to Exhibit 4.6 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 4.5 Unsecured Promissory Note, dated as of May 2, 2024, between Innventure LLC and Michael Otworth (incorporated by reference to Exhibit 4.7 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 4.8 Form of Innventure Class B Warrant Cashless Exercise Description and Acknowledgment Letter (incorporated by reference to Exhibit 4.8 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 4.9 Warrant to Acquire Securities of Innventure, Inc., dated October 22, 2024, issued to WTI Fund X, LLC (incorporated by reference to Exhibit 4.1 to Innventure, Inc.’s Current Report on Form 8-K dated October 23, 2024). 4.10 Warrant to Acquire Securities of Innventure, Inc., dated October 22, 2024, issued to WTI Fund XI, LLC (incorporated by reference to Exhibit 4.2 to Innventure, Inc.’s Current Report on Form 8-K dated October 23, 2024). 10.1 Investment Management Trust Agreement, dated October 12, 2021, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.3 to Learn CW Investment Corporation’s Current Report on Form 8-K filed with the SEC on October 14, 2021). 10.2 Registration and Shareholder Rights Agreement, dated October 12, 2021, by and among Learn CW Investment Corporation, the Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.4 to Learn CW Investment Corporation’s Current Report on Form 8-K filed with the SEC on October 14, 2021). 10.3 Form of Investor Rights Agreement (incorporated by reference to Annex H to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.4 Sponsor Support Agreement, dated October 24, 2023, by and between Learn CW Investment Corporation, Innventure LLC and CWAM LC Sponsor LLC (incorporated by reference to Annex C to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 73 10.5 Member Support Agreement, dated October 24, 2023, by and among Learn CW Investment Corporation, Learn SPAC Holdco, Inc., Innventure LLC and the Innventure Members party thereto (incorporated by reference to Annex D to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.6 Loan and Security Agreement, dated March 30, 2023, between Innventure LLC and Accelsius Holdings LLC (incorporated by reference to Exhibit 10.6 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.7 Loan and Security Agreement, dated February 9, 2023, between AeroFlexx, LLC and Auto Now Acceptance Co, LLC (incorporated by reference to Exhibit 10.7 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.8 Offer Letter, dated September 7, 2023, between David Yablunosky and Innventure LLC (incorporated by reference to Exhibit 10.8 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.9 Class B Preferred Unit Purchase Agreement, dated as of January 14, 2022, by and among Innventure LLC and the Investors party thereto (incorporated by reference to Exhibit 10.9 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.10 Amended and Restated Class B Preferred Unit Purchase Agreement, dated as of June 1, 2022, by and among Innventure LLC and the Investors party thereto (incorporated by reference to Exhibit 10.10 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.11 Class B-1 Preferred Unit Purchase Agreement, dated as of August 25, 2023, by and among Innventure LLC and the Investors party thereto (incorporated by reference to Exhibit 10.11 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.12 Class D Preferred Unit Purchase Agreement, by and between Innventus ESG, AeroFlexx, and the Investors party thereto, dated as of November 10, 2021 (incorporated by reference to Exhibit 10.12 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.13 Series I Convertible Note Purchase Agreement, dated as of August 18, 2022, by and among Accelsius, Innventus ESG Fund I L.P. and the other parties thereto (incorporated by reference to Exhibit 10.13 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.14 Amended and Restated Series I Convertible Note Purchase Agreement, dated as of June 2, 2023, by and among Accelsius, Innventus ESG Fund I L.P. and the other parties thereto (incorporated by reference to Exhibit 10.14 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.15 Class A Series 2 Unit Purchase Agreement, dated as of July 19, 2022, by and among Innventus ESG Fund I, L.P., Accelsius Holdings LLC, and the Investors party thereto (incorporated by reference to Exhibit 10.15 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.16 Guaranty Agreement, dated as of April 22, 2020, by and between TOTAL S.A. and Innventure LLC (incorporated by reference to Exhibit 10.16 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.17 Envelope Recycling Program Services Agreement, dated July 1, 2020, between AeroFlexx, LLC and TerraCycle (incorporated by reference to Exhibit 10.17 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.18** Contractor Agreement, dated as of June 3, 2019, by and between 4350 LAAD, Inc. and Innventure LLC (incorporated by reference to Exhibit 10.18 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.19 Master Intercompany Services Agreement, dated as of April 9, 2023, by and between Innventure LLC and AeroFlexx, LLC (incorporated by reference to Exhibit 10.19 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.20 Master Intercompany Services Agreement, dated as of April 24, 2023, between Innventure LLC and Accelsius Holdings LLC (incorporated by reference to Exhibit 10.20 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 74 10.21 Letter Agreement, dated October 7, 2021, among Learn CW Investment Corporation and its officers, directors, director nominees and the Sponsor (incorporated by reference to Exhibit 10.1 to Learn CW Investment Corporation's Current Report on Form 8-K filed with the SEC on October 14, 2021). 10.22 Amended and Restated Promissory Note, dated as of September 7, 2021, issued by Learn CW Investment Corporation in favor of Sponsor (incorporated by reference to Exhibit 10.2 to Learn Investment CW Corporation's Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on September 17, 2021). 10.23 Employment Agreement, dated as of July 29, 2022, by and between Innventure LLC and Michael Otworth (incorporated by reference to Exhibit 10.23 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.24 Employment Agreement, dated as of March 5, 2024, by and between Innventure LLC and Suzanne Niemeyer (incorporated by reference to Exhibit 10.24 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.25 Management Services Agreement, dated January 22, 2021, by and between Innventure LLC and L1FE Management Limited (incorporated by reference to Exhibit 10.25 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.26 Amendment to Management Services Agreement, dated October 1, 2021, by and between Innventure LLC and L1FE Management Limited (incorporated by reference to Exhibit 10.26 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.27 Summary of the Statement of Work, effective as of April 1, 2018, between Innventure LLC and Corporate Development Group LLC (incorporated by reference to Exhibit 10.27 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.28 Debt Conversion Agreement, dated October 31, 2023, by and between Innventure LLC and Innventure1 LLC (incorporated by reference to Exhibit 10.28 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.29 Amended & Restated Promissory Note, dated December 29, 2023, issued by Learn CW Investment Corporation in favor of Sponsor (incorporated by reference to Exhibit 10.1 to Learn CW Investment Corporation's Current Report on Form 8-K filed with the SEC on January 3, 2024). 10.30 Second Amended & Restated Promissory Note, dated March 19, 2024, issued by Learn CW Investment Corporation in favor of Sponsor (incorporated by reference to Exhibit 10.1 to Learn CW Investment Corporation’s Current Report on Form 8-K filed with the SEC on March 25, 2024). 10.31 First Amendment to Loan and Security Agreement, dated December 13, 2023, between Innventure LLC and Accelsius Holdings LLC (incorporated by reference to Exhibit 10.31 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.32**^ Patent Purchase Agreement, dated May 27, 2022, between Nokia Technologies, OY, Nokia Solutions and Networks, OY, and Accelsius Holdings LLC (incorporated by reference to Exhibit 10.32 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.33**^† Technology License and Know-How Agreement, dated May 27, 2022, between Accelsius Holdings LLC, Nokia Technologies Oy, Nokia Solutions and Networks Oy, and Nokia of America Corporation (incorporated by reference to Exhibit 10.33 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.34 Patent and Know How License Agreement, dated February 15, 2018, between Air Assist LLC and The Procter & Gamble Company (incorporated by reference to Exhibit 10.34 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.35 Amended and Restated Patent and Know-How License Agreement, dated as of October 25, 2021, by and between the Procter & Gamble Company and AeroFlexx, LLC (incorporated by reference to Exhibit 10.35 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.36 Amendment No. 1 to the Investment Management Trust Agreement, dated April 25, 2024, by and between Learn CW and U.S. Bank, National Association, as trustee (incorporated by reference to Exhibit 10.1 to Learn CW Investment Corporation's Current Report on Form 8-K filed with the SEC on May 1, 2024). 75 10.37 Aircraft Time-Sharing Agreement, dated May 6, 2024, by and between Innventure LLC and Sugar Grove Ventures LLC (incorporated by reference to Exhibit 10.37 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.38 Aircraft Time-Sharing Agreement, dated May 6, 2024, by and between Innventure LLC and Corporate Development Group LLC (incorporated by reference to Exhibit 10.38 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.39 Amendment to the Statement of Work, effective October 1, 2021, between Innventure LLC and Corporate Development Group LLC (incorporated by reference to Exhibit 10.39 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.40^ Loan Agreement, dated as of July 1, 2024, among Innventure LLC, AeroFlexx, LLC, and AeroFlexx Packaging Company, LLC (incorporated by reference to Exhibit 10.40 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.41 Second Amendment to Loan and Security Agreement, dated April 10, 2024, between Innventure LLC and Accelsius Holdings LLC (incorporated by reference to Exhibit 10.41 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.42 Third Amendment to Loan and Security Agreement, dated July 1, 2024, between Innventure LLC and Accelsius Holdings LLC (incorporated by reference to Exhibit 10.42 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.43^ Unsecured Promissory Note, dated August 20, 2024, by and between Innventure LLC and Glockner Family Venture Fund, LP (incorporated by reference to Exhibit 10.43 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.44^ Unsecured Promissory Note, dated August 22, 2024, by and between Innventure LLC and Dr. John Scott (incorporated by reference to Exhibit 10.44 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.45 Third Amended & Restated Promissory Note, dated June 28, 2024, issued by Learn CW Investment Corporation in favor of Sponsor (incorporated by reference to Exhibit 10.1 on Form 10-Q filed with the SEC on August 20, 2024). 10.46^ Form of Investment Agreement by and among Innventure, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.46 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.47 Warrant Agreement, dated October 12, 2021, between Learn CW Investment Corporation and American Stock Transfer & Trust Company, LLC, as warrant agent (incorporated by reference to Exhibit 4.1 to Learn CW Investment Corporation’s Current Report on Form 8-K filed with the SEC on October 14, 2021). 10.48 Warrant Assumption Agreement, dated October 2, 2024, by and among Learn CW Investment Corporation, Innventure, Inc. (f/k/a Learn SPAC HoldCo, Inc.) and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Stock Company, LLC), as warrant agent (incorporated by reference to Exhibit 10.2 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024). 10.49 Amended and Restated Registration Rights Agreement, dated October 2, 2024, by and among Innventure, Inc., Learn CW Investment Corporation, CWAM LC Sponsor LLC and the undersigned parties listed thereto (incorporated by reference to Exhibit 10.3 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024). 10.50 Amended & Restated Investor Rights Agreement, dated October 2, 2024, by and among Innventure, Inc., and the undersigned parties listed thereto (incorporated by reference to Exhibit 10.4 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024). 10.51 Sponsor Support Agreement, dated October 24, 2023, by and between Learn CW Investment Corporation, Innventure LLC and CWAM LC Sponsor LLC (incorporated by reference to Annex C to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.52 Member Support Agreement, dated October 24, 2023, by and among Learn CW Investment Corporation, Learn SPAC Holdco, Inc., Innventure LLC and the Innventure Members party thereto (incorporated by reference to Annex D to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 76 10.53# Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024). 10.54# Innventure, Inc. 2024 Equity and Incentive Compensation Plan (incorporated by reference to Annex K to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024). 10.55^ Form of Investment Agreement by and among Innventure, Inc. and the purchasers listed on Schedule I thereto (incorporated by reference to Exhibit 10.9 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024). 10.56 Waiver and Consent entered into on October 2, 2024, by and among, Learn CW, Holdco and Innventure (incorporated by reference to Exhibit 10.10 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024). 10.57 A&R Glockner Bridge Note, dated October 1, 2024, by and between Innventure LLC and the Glockner Family Venture Fund, LP (incorporated by reference to Exhibit 10.11 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024). 10.58 A&R Scott Bridge Note, dated October 1, 2024, by and between Innventure LLC and John Scott (incorporated by reference to Exhibit 10.12 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024). 10.59 Loan and Security Agreement, dated October 22, 2024, by and among Innventure LLC, WTI Fund X, Inc. and WTI Fund XI, Inc. (incorporated by reference to Exhibit 10.1 to Innventure, Inc.’s Current Report on Form 8-K dated October 23, 2024). 10.60 Supplement to the Loan and Security Agreement, dated October 22, 2024, by and among Innventure LLC, WTI Fund X, Inc. and WTI Fund XI, Inc. (incorporated by reference to Exhibit 10.2 to Innventure, Inc.’s Current Report on Form 8-K dated October 23, 2024) . 21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Innventure, Inc.’s Registration Statement on Form S-1 filed with the SEC on November 4, 2024). 31.1* Rule 1 3 a - 14(a) Certification by Gregory W. Haskell, C hief Executive Officer, for the quarter ended September 30, 2024. 31.2* Rule 13a-14(a) Certification by David Yablunosky , Chief Financial Officer, for the quarter ended September 30, 2024. 32.1* Section 1350 Certification by Gregory W. Haskell, Chief Executive Officer, for the quarter ended September 30, 2024. 32.2* Section 1350 Certification by David Yablunosky, Chief Financial Officer, for the quarter ended September 30, 2024. 99.1* U naudited condensed financial statements of Learn CW Investment Corporation for the nin e months ended September 30, 2024 and 2023 . 101* The following financial statements from Innventure, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023 (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2024 and 2023 (Unaudited) (iii) Condensed Consolidated Statements of Changes in Mezzanine Capital for the nine months ended September 30, 2024 and 2023 (Unaudited) (iv) Condensed Consolidated Statements of Changes in Unitholders' Deficit for the nine months ended September 30, 2024 and 2023 (Unaudited) (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited) (vi) Notes to Condensed Consolidated Financial Statements 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). __________________ * Filed herewith ** Certain identified information has been excluded from this exhibit pursuant to Rule 601(b)(10) of Regulation S-K because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. 77 † The Registrant respectfully submits that it has filed a Confidential Treatment Request with the Commission with respect to this exhibit. + Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. ^ Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Innventure, Inc. agrees to furnish a copy of any omitted schedule to the SEC upon request. # Indicates management contract or compensatory plan or arrangement. 78 SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Innventure, Inc. Date: November 14, 2024 /s/ Gregory W. Haskell Name: Gregory W. Haskell Title: Chief Executive Officer Date: November 14, 2024 /s/ David Yablunosky Name: David Yablunosky Title: Chief Financial Officer 79