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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Innventure, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
45784M108 (CUSIP Number) |
Michael Otworth 6900 TAVISTOCK LAKES BLVD, SUITE 400, Orlando, FL, 32827 321-209-6787 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 45784M108 |
| 1 |
Name of reporting person
Otworth Michael | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,942,902.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value |
| (b) | Name of Issuer:
Innventure, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6900 TAVISTOCK LAKES BLVD, SUITE 400, ORLANDO,
FLORIDA
, 32827. |
| Item 2. | Identity and Background |
| (a) | Michael Otworth |
| (b) | 6900 Tavistock Lakes Blvd., Suite 400, Orlando, FL 32827 |
| (c) | Executive Chairman and a Class III director of Innventure, Inc. |
| (d) | During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On October 2, 2024, the Reporting Person received 2,552,625 shares of the Issuer's common stock in connection with the business combination in accordance with the Business Combination Agreement, (as amended and supplemented), dated as of October 24, 2023, by and among the Issuer, Learn CW Investment Corporation, Innventure LLC, LCW Merger Sub, Inc., and Innventure Merger Sub, LLC. On February 4, 2025, the Reporting Person received 154,829 shares of the Issuer's common stock in connection with the achievement of a milestone pursuant to the Business Combination Agreement. On February 13, 2025, the Reporting Person received 7,126 shares of the Issuer's common stock in connection with a pro rata distribution from Inneventure1 LLC, 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 LLC. On April 24, 2025, the Reporting Person converted 114,161 shares of the Issuer's Series C Preferred Stock, resulting in the issuance of 228,322 shares of the Issuer's common stock. | |
| Item 4. | Purpose of Transaction |
The Reporting Person is the Executive Chairman and a Class III director of the Issuer. He acquired all of his securities for investment purposes only and are being held as a long-term investment. The Reporting Person does not have any current plans or proposals which relate to or would result in any matters set forth in Items 4(a) through 4(j) of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person beneficially owns 2,942,902 shares of the Issuer's common stock. Does not include 537,705 restricted stock units and 262,295 non-qualified stock options, which vest and become exercisable, respectively, 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 the Reporting Person with the Issuer on October 24, 2023 terminates pursuant to its terms, subject to the Reporting Person's continuous service to the Issuer until the applicable vesting date. The above number of shares amounts to approximately 5.5% of the 53,487,294 outstanding shares of the Issuer's common stock as of April 25, 2025. |
| (b) | The Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of all shares beneficially owned by the Reporting Person. |
| (c) | Except as described under Item 3 above, the Reporting Person did not engage in any transactions in shares of the Company's common stock during the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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