Innventure (INV) risk factors, FY2025 10-K

Innventure's FY2025 10-K, filed Mar 30, 2026, lists 44 risk factors in 4 groups. Against the prior year's 40: 17 new, 13 dropped, 14 substantially reworded.

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Risk factors listed
444 groups
New this year
17vs 40 last year
Dropped
13since the prior 10-K
Substantially reworded
14of those kept
Section length
14k wordsItem 1A

What the changes say

  • Innventure relies heavily on its early-stage operating companies, especially Accelsius and AFX, whose success remains uncertain.
  • Securing additional funding through the Yorkville SEPA and navigating complex regulatory and manufacturing scaling hurdles are critical for growth.

What changed since the prior 10-K

New

  • NewRisks Related to Innventure’s Business

    Innventure depends on its Innventure Companies for revenue and cash, and the Innventure Companies are not guaranteed to succeed

    Innventure depends on the financial success and cash generation of its newly created Innventure Companies, which are unproven and costly to support.

  • NewRisks Related to Innventure’s Business

    Our growth strategy depends on our ability to scale our Innventure Companies effectively, and we may be unable to do so successfully

    Scaling multiple operating businesses simultaneously presents severe operational, managerial, financial, and supply chain challenges that may exceed available resources.

  • NewRisks Related to Innventure’s Business

    It is not possible to predict the extent to which Innventure will, intends to, or may rely on Yorkville and the SEPA as a source of funding or the actual number of shares Innventure will sell or gross proceeds resulting from those sales

    Innventure has drawn $2.67 million from the $75.0 million Yorkville SEPA facility as of March 23, 2026, with actual gross proceeds and share sales remaining unpredictable.

  • NewRisks Related to Innventure’s Business

    the sales period, it is not currently possible to predict the number of shares that will be sold or the actual gross proceeds to be raised in connection with those sales

    As of March 23, 2026, Innventure has drawn $8.4 million under the SEPA and registered up to 17,242,314 shares, potentially yielding proceeds far below the $75.0 million commitment.

  • NewRisks Related to the Innventure Companies’ Operations

    Failure of our Innventure Companies to achieve and maintain a high level of product and service quality and on-time delivery could damage their reputations with customers and negatively impact our results

    Quality failures or delayed deliveries by Innventure Companies could cause lost sales, expensive recalls, and severe reputational damage.

  • NewRisks Related to the Innventure Companies’ Operations

    Accelsius may need to rely on third-party manufacturers to fulfill significant customer orders that it may book in the future, which could adversely affect its margins, quality control, and ability to meet delivery timelines

    Accelsius has limited manufacturing capacity and must rely on third-party manufacturers, risking reduced quality control and delayed delivery schedules.

  • NewRisks Related to the Innventure Companies’ Operations

    Accelsius’ results of operations may be adversely affected by long and unpredictable deployment cycles in the data center market, which could delay or reduce the conversion of bookings into revenue

    Accelsius faces long and unpredictable deployment cycles in the data center market, causing significant delays between customer bookings and revenue recognition.

  • NewRisks Related to the Innventure Companies’ Operations

    receives bookings or enters into customer agreements and the time its products are delivered, installed, accepted and recognized as revenue

    Large data center customers frequently adjust or cancel projects, which can postpone or eliminate anticipated revenue and strain Accelsius's working capital.

  • NewRisks Related to the Innventure Companies’ Operations

    Accelsius may not realize all of the sales expected from its backlog of orders and contracts

    Accelsius may not realize expected sales from its backlog because customers hold rights to terminate, reduce, or defer orders.

  • NewRisks Related to the Innventure Companies’ Operations

    Accelsius’ purchase orders to date have been received from a limited number of customers, and this customer concentration could materially adversely affect our business

    Accelsius is an early-stage company that has received substantially all purchase orders from a limited number of customers, creating high customer concentration risk.

  • NewRisks Related to the Innventure Companies’ Operations

    If Accelsius is unable to develop and commercialize next-generation cooling solutions capable of addressing increasing chip power densities and thermal loads, our business and competitive position could be materially adversely affected

    Accelsius's growth depends on developing next-generation cooling solutions capable of handling increasing chip power densities driven by artificial intelligence.

  • NewRisks Related to the Innventure Companies’ Operations

    Considerations (August 2006) .” In order for AFX’s products to be used in food grade applications, AFX will be required to partner with customers or third-party co-manufacturers that possess the required food certifications to do the filling of AFX’s package

    AFX must spend significant time and money to partner with certified third parties for food-grade filling and obtain FDA regulatory approval.

  • NewRisks Related to the Innventure Companies’ Operations

    Refinity faces risks in designing, constructing and operating its first commercial-scale manufacturing facility, and it may be unable to successfully or timely complete and bring the facility online

  • NewRisks Related to Our Common Stock

    Stockholder activism or unsolicited acquisition proposals could disrupt our business, divert management’s attention and impede our ability to execute our business model and achieve our long-term strategic objectives

  • NewRisks Related to Our Common Stock

    The market may not fully understand or accept our conglomerate structure and the value of our Innventure Companies, which could cause our common stock to trade at a discount to our net asset value

  • NewRisks Related to Intellectual Property

    Competitors may develop or acquire competing solutions, and our intellectual property may not prevent others from designing around our technology

  • NewRisks Related to Intellectual Property

    sustained inflation, which could have an adverse impact on Innventure’s and the Innventure Companies’ business, financial condition, results of operations and prospects

Dropped

  • DroppedRisks Related to Innventure’s Business

    Innventure’s principal revenues are expected to be earned in the future through its Operating Companies, including through AeroFlexx, Accelsius and Refinity, and Innventure depends on its Operating Companies for cash

  • DroppedRisks Related to Innventure’s Business

    Innventure’s business model is to launch Operating Companies, which are not guaranteed to succeed and could be very costly

  • DroppedRisks Related to Innventure’s Business

    The Innventure Companies are currently early commercial stage companies that may never achieve or sustain profitability

    Principal revenues expected through Operating Companies including AeroFlexx, Accelsius, and Refinity.

  • DroppedRisks Related to Innventure’s Business

    It is not possible to predict the extent to which the Company will, intends to, or may rely on Yorkville and the SEPA and the Convertible Debentures as a source of funding

    Business model to launch Operating Companies which are not guaranteed to succeed.

  • DroppedRisks Related to the Innventure Companies’ Operations

    AFX is early in the development of its commercial production capacity and has not yet fully diversified suppliers for critical raw materials, specifically its film

  • DroppedRisks Related to Our Common Stock

    Volatility in Innventure’s share price could subject Innventure to securities class action litigation

    Innventure companies are early commercial stage companies that may never achieve profitability.

  • DroppedRisks Related to Our Common Stock

    If securities or industry analysts do not publish research or reports about Innventure, or publish negative reports, then Innventure’s stock price and trading volume could decline

  • DroppedRisks Related to Our Common Stock

    Innventure does not currently intend to pay dividends on its Common Stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of our Common Stock

    Uncertainty of relying on Yorkville SEPA and Convertible Debentures for funding.

  • DroppedRisks Related to Our Common Stock

    Future sales of shares of our Common Stock or other equity may depress its stock price

  • DroppedRisks Related to Our Common Stock

    The exclusive forum clause set forth in the Warrant Agreement may have the effect of limiting an investor’s rights to bring legal action against Innventure and could limit the investor’s ability to obtain a favorable judicial forum for disputes with us

  • DroppedRisks Related to Our Common Stock

    We are an emerging growth company and smaller reporting company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies will make our Common Stock less attractive to investors

  • DroppedRisks Related to Intellectual Property

    business grows, it is therefore possible that we will have a higher regulatory risk profile and increased costs as we seek to comply with new regulatory requirements related to the processing of personal and commercial data

  • DroppedRisks Related to Intellectual Property

    Expectations relating to ESG considerations expose Innventure to potential liabilities, increased costs, reputational harm and other adverse effects on Innventure’s business

Reworded

  • 87% rewrittenRisks Related to the Innventure Companies’ Operations

    AFX may not be able to meet applicable regulatory requirements for the use of AFX’s products in food grade applications, and, even if the requirements are met, complying on an ongoing basis with the numerous regulatory requirements applicable to AFX’s products and AFX’s facilities will be time-consuming and costly

    Expanded to elaborate on the time-consuming and costly nature of ongoing compliance with FDA and other global food-grade regulatory requirements.

  • 84% rewrittenRisks Related to Intellectual Property

    Innventure may face particular data protection and privacy risks in connection with the European Union’s Global Data Protection Regulation, the California Consumer Privacy Act and other privacy laws and regulations

    Added explicit mention of a higher regulatory risk profile and increased compliance costs for processing personal and commercial data under privacy laws.

  • 84% rewrittenRisks Related to Intellectual Property

    Changes in tax laws could adversely affect Innventure and the Innventure Companies

    Updated tax risk to specifically cite the OECD global minimum tax framework (Pillar Two) establishing a 15% minimum rate.

  • 82% rewrittenRisks Related to Innventure’s Business

    It is not possible to predict the actual number of shares Innventure will sell under the SEPA to Yorkville, or the actual gross proceeds resulting from those sales

    Refined wording regarding the inability to predict the exact number of shares sold and gross proceeds under the SEPA.

    Was: It is not possible to predict the actual number of shares Innventure will sell under the SEPA or the Convertible Debentures to Yorkville, or the actual gross proceeds resulting from those sales

  • 71% rewrittenRisks Related to Our Common Stock

    The exclusive forum provision in the A&R Certificate of Incorporation could limit Innventure’s stockholders’ ability to choose their preferred judicial forum for disputes with Innventure or its directors, officers, or employees

    Changed the exclusive forum governing document reference from the Bylaws to the A&R Certificate of Incorporation.

    Was: Exclusive forum provisions in the A&R Certificate of Incorporation and Bylaws could limit Innventure’s stockholders’ ability to choose their preferred judicial forum for disputes with Innventure or its directors, officers, or employees

  • 70% rewrittenRisks Related to the Innventure Companies’ Operations

    The market, including customers and potential investors, may be skeptical of the viability and benefits of Accelsius’ and Refinity’s products and processes because they are based on relatively novel and complex technology

    Maintained core risk regarding market skepticism of Accelsius and Refinity technology while adjusting phrasing.

  • 62% rewrittenRisks Related to Innventure’s Business

    Innventure may not be successful in finding future opportunities to license or acquire breakthrough technology solutions, and any failure to satisfy the requirements of or maintain relationships with its technology providers could materially adversely affect its business

    Substituted the term 'Operating Companies' with 'Innventure Companies' throughout the risk description.

    Was: Innventure may not be successful in finding future opportunities to license or acquire breakthrough technology solutions from Technology Solutions Providers

  • 61% rewrittenRisks Related to Our Common Stock

    Additional financing transactions by the Innventure Companies could impact your rights as a stockholder of Innventure

    Replaced 'Operating Companies' with 'Innventure Companies' and softened priority language from 'would have' to 'could have'.

    Was: Additional financing transactions by the Operating Companies could impact your rights as a stockholder of Innventure

  • 58% rewrittenRisks Related to Our Common Stock

    The market price of our Common Stock is likely to be highly volatile, and you may lose some or all of your investment

  • 58% rewrittenRisks Related to Innventure’s Business

    The WTI Facility may impair Innventure LLC’s, the Company’s and the Innventure Companies’ financial and operating flexibility

    Was: The WTI Facility may impair Innventure LLC’s, the Company’s and the Operating Companies’ financial and operating flexibility

  • 54% rewrittenRisks Related to Innventure’s Business

    Innventure’s success will depend on its ability to attract and retain personnel and manage human capital both for itself and the Innventure Companies, while controlling labor costs

  • 42% rewrittenRisks Related to Innventure’s Business

    There is uncertainty regarding Innventure’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about its ability to continue as a going concern

  • 37% rewrittenRisks Related to Innventure’s Business

    Innventure’s pursuit of new Innventure Companies and acquisitions of new technologies could disrupt its ongoing business, present risks not originally contemplated and materially adversely affect its business, reputation, results of operations and financial condition

    Was: Innventure’s pursuit of new business strategies and acquisitions could disrupt its ongoing business, present risks not originally contemplated and materially adversely affect its business, reputation, results of operations and financial condition

  • 29% rewrittenRisks Related to Intellectual Property

    Innventure may be unable to sufficiently protect the IP rights of itself and the Innventure Companies and may encounter disputes from time to time relating to its use of the IP of third parties

All 44 risk factors

Headings as the filing states them, in filing order.

Risks Related to Innventure’s Business

  1. 01Innventure may not be able to obtain additional financing to fund the operations and growth of the business
  2. 02There is uncertainty regarding Innventure’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about its ability to continue as a going concern42% rewritten
  3. 03Innventure depends on its Innventure Companies for revenue and cash, and the Innventure Companies are not guaranteed to succeedNew
  4. 04Innventure may not be successful in finding future opportunities to license or acquire breakthrough technology solutions, and any failure to satisfy the requirements of or maintain relationships with its technology providers could materially adversely affect its business62% rewritten
  5. 05Our growth strategy depends on our ability to scale our Innventure Companies effectively, and we may be unable to do so successfullyNew
  6. 06The WTI Facility may impair Innventure LLC’s, the Company’s and the Innventure Companies’ financial and operating flexibility58% rewritten
  7. 07It is not possible to predict the extent to which Innventure will, intends to, or may rely on Yorkville and the SEPA as a source of funding or the actual number of shares Innventure will sell or gross proceeds resulting from those salesNew
  8. 08It is not possible to predict the actual number of shares Innventure will sell under the SEPA to Yorkville, or the actual gross proceeds resulting from those sales82% rewritten
  9. 09the sales period, it is not currently possible to predict the number of shares that will be sold or the actual gross proceeds to be raised in connection with those salesNew
  10. 10Innventure’s success will depend on its ability to attract and retain personnel and manage human capital both for itself and the Innventure Companies, while controlling labor costs54% rewritten
  11. 11Innventure’s pursuit of new Innventure Companies and acquisitions of new technologies could disrupt its ongoing business, present risks not originally contemplated and materially adversely affect its business, reputation, results of operations and financial condition37% rewritten

Risks Related to the Innventure Companies’ Operations

  1. 12The Innventure Companies are early-stage companies, and their limited operating history makes it difficult to evaluate their future prospects and the risks and challenges they may encounter
  2. 13Failure of our Innventure Companies to achieve and maintain a high level of product and service quality and on-time delivery could damage their reputations with customers and negatively impact our resultsNew
  3. 14Accelsius’ cooling products may be subject to increased regulatory scrutiny due to their use of working fluid refrigerants that contain fluorine
  4. 15Accelsius may need to rely on third-party manufacturers to fulfill significant customer orders that it may book in the future, which could adversely affect its margins, quality control, and ability to meet delivery timelinesNew
  5. 16Accelsius’ results of operations may be adversely affected by long and unpredictable deployment cycles in the data center market, which could delay or reduce the conversion of bookings into revenueNew
  6. 17receives bookings or enters into customer agreements and the time its products are delivered, installed, accepted and recognized as revenueNew
  7. 18Accelsius may not realize all of the sales expected from its backlog of orders and contractsNew
  8. 19Accelsius’ purchase orders to date have been received from a limited number of customers, and this customer concentration could materially adversely affect our businessNew
  9. 20If Accelsius is unable to develop and commercialize next-generation cooling solutions capable of addressing increasing chip power densities and thermal loads, our business and competitive position could be materially adversely affectedNew
  10. 21The market, including customers and potential investors, may be skeptical of the viability and benefits of Accelsius’ and Refinity’s products and processes because they are based on relatively novel and complex technology70% rewritten
  11. 22AFX may not be able to meet applicable regulatory requirements for the use of AFX’s products in food grade applications, and, even if the requirements are met, complying on an ongoing basis with the numerous regulatory requirements applicable to AFX’s products and AFX’s facilities will be time-consuming and costly87% rewritten
  12. 23Considerations (August 2006) .” In order for AFX’s products to be used in food grade applications, AFX will be required to partner with customers or third-party co-manufacturers that possess the required food certifications to do the filling of AFX’s packageNew
  13. 24Refinity faces risks in designing, constructing and operating its first commercial-scale manufacturing facility, and it may be unable to successfully or timely complete and bring the facility onlineNew

Risks Related to Our Common Stock

  1. 25The market price of our Common Stock is likely to be highly volatile, and you may lose some or all of your investment58% rewritten
  2. 26Future offerings of debt or offerings or issuances of equity securities by Innventure may adversely affect the market price of the Common Stock or otherwise dilute all other stockholders and may result in the issuance of securities with rights that are senior to those of the holders of Common Stock
  3. 27Additional financing transactions by the Innventure Companies could impact your rights as a stockholder of Innventure61% rewritten
  4. 28Stockholder activism or unsolicited acquisition proposals could disrupt our business, divert management’s attention and impede our ability to execute our business model and achieve our long-term strategic objectivesNew
  5. 29The market may not fully understand or accept our conglomerate structure and the value of our Innventure Companies, which could cause our common stock to trade at a discount to our net asset valueNew
  6. 30Provisions in the A&R Certificate of Incorporation and under Delaware law could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of management
  7. 31If Innventure’s estimates or judgments relating to its critical accounting estimates prove to be incorrect or financial reporting standards or interpretations change, Innventure’s results of operations could be adversely affected
  8. 32The exclusive forum provision in the A&R Certificate of Incorporation could limit Innventure’s stockholders’ ability to choose their preferred judicial forum for disputes with Innventure or its directors, officers, or employees71% rewritten
  9. 33If Innventure is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult to operate or to execute its growth plans
  10. 34Furthermore, if Innventure were to operate its Innventure Companies primarily for the purpose of making a profit in the sale of its Innventure Companies’ securities rather than retaining control of such companies, it may increase the likelihood that Innventure could be deemed an investment company

Risks Related to Intellectual Property

  1. 35Innventure may be unable to sufficiently protect the IP rights of itself and the Innventure Companies and may encounter disputes from time to time relating to its use of the IP of third parties29% rewritten
  2. 36Competitors may develop or acquire competing solutions, and our intellectual property may not prevent others from designing around our technologyNew
  3. 37sustained inflation, which could have an adverse impact on Innventure’s and the Innventure Companies’ business, financial condition, results of operations and prospectsNew
  4. 38Changes in U.S. or foreign trade policies, including additional tariffs or global trade conflicts, may adversely impact our business and operating results
  5. 39Innventure, the Innventure Companies, and their MNC partners face risks and uncertainties related to litigation, regulatory actions and investigations
  6. 40Cyber-attacks or a failure in Innventure’s information technology and data security infrastructure could adversely affect Innventure’s business and operations
  7. 41Innventure may face particular data protection and privacy risks in connection with the European Union’s Global Data Protection Regulation, the California Consumer Privacy Act and other privacy laws and regulations84% rewritten
  8. 42AI technologies could present business, compliance and reputational risks
  9. 43Climate change, or legal, regulatory or market measures to address climate change may materially adversely affect Innventure’s financial condition and business operations
  10. 44Changes in tax laws could adversely affect Innventure and the Innventure Companies84% rewritten

Other Innventure 10-Ks

  • FY2024 10-K risk factors
    40 risks

    Innventure faces going concern doubts, relying heavily on external funding like the WTI Facility and Yorkville SEPA to survive.

    Filed Apr 14, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.