| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | INV | Common Stock | Award | +92.9K | +4.97% | 1.96M | Feb 4, 2025 | Direct | F1 | ||
| transaction | INV | Common Stock | Award | +2.13K | +3.79% | 58.3K | Feb 4, 2025 | See footnote | F2 | ||
| transaction | INV | Common Stock | Other | $0 | -58.3K | -100% | $0.00 | 0 | Feb 13, 2025 | See footnote | F3 |
| transaction | INV | Common Stock | Other | $0 | +4.28K | +0.22% | $0.00 | 1.97M | Feb 13, 2025 | Direct | F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | INV | Series C Preferred Stock | Purchase | +226K | 226K | Mar 24, 2025 | Common Stock | 181K | $12.50 | Direct | F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | Received in connection with the achievement of a milestone pursuant to the Business Combination Agreement (as amended and supplemented or otherwise modified), dated as of October 24, 2023, by and among Innventure, Inc. (the "Issuer") (f/k/a Learn SPAC HoldCo, Inc.), Learn CW Investment Corporation, Innventure LLC, a wholly-owned subsidiary of the Issuer ("Innventure LLC"), LCW Merger Sub, Inc., and Innventure Merger Sub, LLC (the "Milestone Achievement"). |
| F2 | Received in connection with the Milestone Achievement. These shares of common stock, par value $0.0001 per share ("Common Stock") are held directly by Innventure1 LLC ("Innventure1"). The Reporting Person is a member of the board of directors of Innventure1 and, as such, shares voting and investment power over the securities held by Innventure1. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934. |
| F3 | On February 13, 2025, Innventure1 effected a pro rata distribution (the "Distribution") of all of the shares of Common Stock of the Issuer held by it, which were previously reported as indirectly attributable to the Reporting Person as a result of the Reporting Person having shared voting and investment power in respect of Innventure1. Pursuant to the Distribution, (i) 4,280 shares of Common Stock were distributed to the Reporting Person and (ii) 54,053 shares of Common Stock were distributed to other members of Innventure1, which shares the Reporting Person has no pecuniary interest in. |
| F4 | The Series C Preferred Stock, par value $0.0001 per share ("Series C Preferred Stock") of the Issuer is convertible into a number of shares of Common Stock equal to the Series C conversion rate, which is a fraction whose numerator is $10.00 and whose denominator is the lesser of (i) the Reset Conversion Price and (ii) $12.50, multiplied by the number of shares of Series C Preferred Stock held by such holder. The Reset Conversion Price is the greater of (i) $5.00 and (ii) the 10-trading day volume-weighted average Nasdaq Stock Market official closing price of the Common Stock. |
| F5 | Holders of Series C Preferred Stock may convert all of their shares of Series C Preferred Stock into shares of Common Stock upon the effectiveness of a registration statement filed with the SEC under the Securities Act of 1933, as amended, covering the resale of the shares of Common Stock issuable upon conversion of shares of Series C Preferred Stock. |
| F6 | The shares of Series C Preferred Stock were issued for no additional payment in satisfaction of a loan made to Innventure LLC by the Reporting Person. The Reporting Person also received a cash payment of $194,507 from the Issuer in satisfaction of the loan. |