6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X
Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1)
Section 3(c)(9)
Section 3(c)(2)
Section 3(c)(10)
Section 3(c)(3)
Section 3(c)(11)
Section 3(c)(4)
Section 3(c)(12)
Section 3(c)(5)
Section 3(c)(13)
Section 3(c)(6)
Section 3(c)(14)
Section 3(c)(7)
7. Type of Filing
X
New Notice
Date of First Sale
2024-10-01
First Sale Yet to Occur
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?
Yes
X
No
9. Type(s) of Securities Offered (select all that apply)
X
Equity
Pooled Investment Fund Interests
Debt
Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security
Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
Other (describe)
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes
X
No
Clarification of Response (if Necessary):
This offering was made immediately after and conditional upon Innventure, Inc.'s successful business combination, but was not made as part of such business combination.
11. Minimum Investment
Minimum investment accepted from any outside investor
$20,000
USD
12. Sales Compensation
Recipient
Recipient CRD Number
None
Jack Grella
6757707
(Associated) Broker or Dealer
None
(Associated) Broker or Dealer CRD Number
None
Metric Financial, LLC
33324
Street Address 1
Street Address 2
725 Ponce De Leon Ave NE
City
State/Province/Country
ZIP/Postal Code
Atlanta
GEORGIA
30306
State(s) of Solicitation (select all that apply) Check “All States” or check individual States
All States
Foreign/non-US
CALIFORNIA
COLORADO
FLORIDA
GEORGIA
ILLINOIS
IOWA
KENTUCKY
MASSACHUSETTS
MISSOURI
NEVADA
NEW JERSEY
NEW YORK
NORTH CAROLINA
OHIO
PENNSYLVANIA
SOUTH CAROLINA
TENNESSEE
TEXAS
Recipient
Recipient CRD Number
None
Devery (Rusty) Cagle
2981159
(Associated) Broker or Dealer
None
(Associated) Broker or Dealer CRD Number
None
Metric Financial, LLC
33324
Street Address 1
Street Address 2
725 Ponce De Leon Ave NE
City
State/Province/Country
ZIP/Postal Code
Atlanta
GEORGIA
30306
State(s) of Solicitation (select all that apply) Check “All States” or check individual States
All States
Foreign/non-US
CALIFORNIA
COLORADO
FLORIDA
GEORGIA
ILLINOIS
IOWA
KENTUCKY
MASSACHUSETTS
MISSOURI
NEVADA
NEW JERSEY
NEW YORK
NORTH CAROLINA
OHIO
PENNSYLVANIA
SOUTH CAROLINA
TENNESSEE
TEXAS
Recipient
Recipient CRD Number
None
Aaron Berg
5640255
(Associated) Broker or Dealer
None
(Associated) Broker or Dealer CRD Number
None
Metric Financial, LLC
33324
Street Address 1
Street Address 2
725 Ponce De Leon Ave NE
City
State/Province/Country
ZIP/Postal Code
Atlanta
GEORGIA
30306
State(s) of Solicitation (select all that apply) Check “All States” or check individual States
All States
Foreign/non-US
CALIFORNIA
COLORADO
FLORIDA
GEORGIA
ILLINOIS
IOWA
KENTUCKY
MASSACHUSETTS
MISSOURI
NEVADA
NEW JERSEY
NEW YORK
NORTH CAROLINA
OHIO
PENNSYLVANIA
SOUTH CAROLINA
TENNESSEE
TEXAS
Recipient
Recipient CRD Number
None
Elias Gabriel Silverman
5000367
(Associated) Broker or Dealer
None
(Associated) Broker or Dealer CRD Number
None
Ducera Securities LLC
269984
Street Address 1
Street Address 2
2121 Avenue of the Stars
29th Floor
City
State/Province/Country
ZIP/Postal Code
Los Angeles
CALIFORNIA
90067
State(s) of Solicitation (select all that apply) Check “All States” or check individual States
All States
X
Foreign/non-US
CALIFORNIA
CONNECTICUT
FLORIDA
MASSACHUSETTS
NEW YORK
TEXAS
Recipient
Recipient CRD Number
None
S. Craig Cognetti
5281594
(Associated) Broker or Dealer
None
(Associated) Broker or Dealer CRD Number
None
Grail Partners
163941
Street Address 1
Street Address 2
2 Embarcadero Center
8th Floor
City
State/Province/Country
ZIP/Postal Code
San Francisco
CALIFORNIA
94111
State(s) of Solicitation (select all that apply) Check “All States” or check individual States
All States
Foreign/non-US
CALIFORNIA
DISTRICT OF COLUMBIA
ILLINOIS
MASSACHUSETTS
NEW YORK
PENNSYLVANIA
TEXAS
13. Offering and Sales Amounts
Total Offering Amount
$30,000,000
USD
or
Indefinite
Total Amount Sold
$11,020,000
USD
Total Remaining to be Sold
$18,980,000
USD
or
Indefinite
Clarification of Response (if Necessary):
14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
21
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions
$1,139,350
USD
X
Estimate
Finders' Fees
$20,000
USD
X
Estimate
Clarification of Response (if Necessary):
The company understands this to be the approximate allocation of the amount paid to promoters in the offering.
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$1,159,350
USD
X
Estimate
Clarification of Response (if Necessary):
Reflects total amount allocated to promoters in the offering.
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is:
Notifying the SEC and/or each State in which this notice is filed of the offering of
securities described and undertaking to furnish them, upon written request, in the accordance with applicable
law, the information furnished to offerees.*
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator
or other legally designated officer of the State in which the issuer maintains its principal
place of business and any State in which this notice is filed, as its agents for service of
process, and agreeing that these persons may accept service on its behalf, of any notice,
process or pleading, and further agreeing that such service may be made by registered or
certified mail, in any Federal or state action, administrative proceeding, or arbitration
brought against the issuer in any place subject to the jurisdiction of the United States, if the
action, proceeding or arbitration (a) arises out of any activity in connection with the
offering of securities that is the subject of this notice, and (b) is founded, directly or
indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange
Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the
Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii)
the laws of the State in which the issuer maintains its principal place of business or any State
in which this notice is filed.
Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer
Signature
Name of Signer
Title
Date
Innventure, Inc.
/s/ Gregory Haskell
Gregory Haskell
Chief Executive Officer
2024-10-15
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets
Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to
require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes
of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot
routinely require offering materials under this undertaking or otherwise and can require offering materials only to the
extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.