8-K: Innventure Subsidiary Accelsius Secures $40M in Series B Funding

Innventure's subsidiary, Accelsius, closed an additional $40 million in Series B funding from Legrand and existing investor Johnson Controls, bringing total Series B proceeds to $65 million.

Summary

• Accelsius Holdings LLC, a subsidiary of Innventure, Inc., completed an additional Series B funding round on December 29, 2025.
• Legrand DPC, LLC invested approximately $30 million for 822,195 Series B-1 Units.
• Johnson Controls, Inc., an existing holder of Series B-1 Units, invested an additional approximately $10 million for 274,065 Series B-1 Units.
• This latest funding brings the total gross proceeds from the Series B funding to approximately $65 million, including the previously disclosed $25 million from Johnson Controls on October 2, 2025.
• The proceeds from the sale of Series B-1 Units will be used for general company purposes, after deducting certain offering expenses.
• Accelsius amended its limited liability company agreement to include Legrand as a member and expand its board of directors to eight members.
• Legrand gains the right to designate one director to the Accelsius board and has veto power over certain 'Preferred Decisions,' including significant indebtedness (over $20 million), creation of senior or pari passu units, and increases in authorized units.
• Accelsius expects to enter into several strategic agreements with Legrand, including a reseller agreement, private label agreement, joint development agreement, supply agreement, and contract manufacturer agreement.

Sentiment

Score: 8

Explanation: The successful completion of a significant Series B funding round, attracting a new strategic investor (Legrand) and additional investment from an existing one (Johnson Controls), is a strong positive. The anticipated commercial agreements with Legrand further enhance the positive outlook, despite some potential governance limitations.

Positives

• Successful completion of an additional $40 million Series B funding round, demonstrating strong investor confidence in Accelsius.
• Total Series B funding now stands at approximately $65 million, providing substantial capital for general company purposes and growth initiatives.
• Attraction of a new strategic investor, Legrand, a significant industry player, alongside increased investment from existing strategic investor Johnson Controls.
• Legrand's involvement includes board representation and anticipated commercial agreements (reseller, private label, joint development, supply, contract manufacturer), suggesting significant potential for strategic partnerships and market expansion for Accelsius.
• The funding strengthens Accelsius's financial position and supports its ongoing development and operational needs.

Negatives

• Legrand's new rights, including the ability to designate a director and veto 'Preferred Decisions' (e.g., indebtedness over $20 million, creation of senior/pari passu units, increase in authorized units), could potentially limit Accelsius's operational and financial flexibility.
• The Series B-1 Units are not registered under the Securities Act and are subject to transfer restrictions, which might affect liquidity for investors.

Risks

• The Series B-1 Units have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold absent registration or an applicable exemption from registration requirements.
• The Series B-1 Units are subject to certain restrictions on transfer.
• Legrand's 'Preferred Decision' veto rights could potentially impact future strategic and financial decisions of Accelsius, particularly regarding significant debt, equity structure, and amendments to the operating agreement.

Future Outlook

Accelsius expects to enter into several strategic agreements with Legrand, including reseller, private label, joint development, supply, and contract manufacturer agreements, which could significantly expand its market reach and product development capabilities. The proceeds from the funding will be used for general company purposes, supporting future growth and operations.

Industry Context

The significant investment from Legrand and Johnson Controls, both established industrial players, into Accelsius suggests a growing industry interest in the technology or solutions Accelsius provides. This could indicate a broader industry trend towards strategic partnerships and investments in emerging technologies, potentially related to data center cooling, energy efficiency, or advanced manufacturing, given the nature of the investors.

Comparison to Industry Standards

• The filing does not provide sufficient detail on Accelsius's specific technology, market position, or financial performance to allow for a direct comparison against global industry benchmarks or specific comparable companies/projects.

Management Changes

Corporate Governance

Related Party Transactions

• Johnson Controls, Inc., an existing holder of Series B-1 Units, made an additional investment of approximately $10 million, indicating a continued relationship and investment from a previously involved party.

Stakeholder Impact

• Shareholders (Innventure, Inc.): The successful funding of a key subsidiary, Accelsius, strengthens the overall value proposition of Innventure. The strategic partnership with Legrand could lead to significant growth for Accelsius, benefiting Innventure shareholders.
• Investors (Legrand, Johnson Controls): Legrand gains a strategic stake, board representation, and commercial agreements, aligning its interests with Accelsius's growth. Johnson Controls increases its existing stake, showing continued confidence. Both gain customary investor rights.
• Employees (Accelsius): The capital infusion provides stability and resources for growth, potentially leading to new opportunities and job security.
• Customers (Accelsius): Anticipated reseller, private label, and supply agreements with Legrand could expand Accelsius's product availability and market reach, benefiting potential customers.

Next Steps

• Accelsius expects to enter into a reseller agreement with Legrand.
• Accelsius expects to enter into a private label agreement with Legrand.
• Accelsius expects to enter into a joint development agreement with Legrand.
• Accelsius expects to enter into a supply agreement with Legrand.
• Accelsius expects to enter into a contract manufacturer agreement with Legrand.
• Accelsius will use the proceeds from the Series B-1 Units for general company purposes.

Key Dates

Recommendation

The successful closing of a significant Series B funding round, totaling $65 million, with a new strategic investor (Legrand) and increased commitment from an existing one (Johnson Controls), provides substantial capital for Accelsius's growth. The anticipated commercial agreements with Legrand (reseller, private label, joint development, supply, contract manufacturer) suggest strong strategic alignment and significant potential for market expansion and product development. While Legrand's veto rights introduce some governance constraints, the overall influx of capital and strategic partnerships significantly de-risk Accelsius's future and enhance its growth prospects, making Innventure, Inc. (the parent company) a compelling investment.

Keywords

Innventure, Accelsius, Series B Funding, Legrand, Johnson Controls, Capital Raise, Private Placement, Corporate Governance, Strategic Investment, Venture Capital, SEC Filing, 8-K