8-K: Innventure Subsidiary Accelsius Secures Favorable Licensing Terms with Nokia, Eliminating Royalties and Extending Payments

Innventure, Inc.'s controlled subsidiary, Accelsius, LLC, has entered into an amended technology license agreement with Nokia, significantly improving its financial obligations by eliminating revenue-based royalties and extending fixed installment payment due dates.

Summary

• Accelsius, LLC, a controlled subsidiary of Innventure, Inc., signed an Amended and Restated Technology License and Know-How Agreement with Nokia Technologies Oy, Nokia Solutions and Networks Oy, and Nokia of America Corporation (collectively, Nokia) on June 30, 2025.
• This new agreement amends and restates the original license agreement dated May 27, 2022.
• The key change is the elimination of Accelsius's requirement to pay Nokia royalty payments tied to revenues.
• The due dates for fixed installment payments to Nokia have been extended.
• The agreement also modifies and reduces the buy-out fee payable to Nokia in lieu of future installment payments upon certain events, such as an assignment of the agreement or a capital event (including a change of control or initial public offering).
• Accelsius's ability to unilaterally terminate the agreement upon certain events (other than a material breach) has been eliminated.
• Nokia has been granted certain limited information rights related to the equity ownership of Accelsius.
• Innventure, LLC, is party to the agreement solely for specific sections related to the buy-out fee, non-circumvention, and compliance.

Sentiment

Score: 8

Explanation: The sentiment is highly positive for Accelsius/Innventure due to the significant reduction in financial obligations (elimination of royalties, extended payments, reduced buy-out fee), which substantially improves the subsidiary's financial outlook and flexibility, outweighing minor concessions on termination rights and information sharing.

Positives

• Elimination of royalty payments tied to revenues significantly reduces Accelsius's ongoing financial burden and improves its long-term profitability.
• Extension of fixed installment payment due dates provides Accelsius with greater cash flow flexibility.
• Modification and reduction of the buy-out fee payable to Nokia upon a capital event or assignment makes future strategic transactions (like an IPO or sale) potentially less costly for Accelsius.
• The agreement clarifies the terms for the use of Nokia's licensed technical information and software for Accelsius's two-phase cooling technology.

Negatives

• Accelsius's ability to unilaterally terminate the agreement (other than for a material breach) has been removed, reducing its flexibility.
• Nokia gains limited information rights regarding Accelsius's equity ownership, which could be seen as a minor concession on Accelsius's part.

Risks

• Accelsius's inability to unilaterally terminate the agreement (except for material breach) could limit strategic options in the future.
• Nokia retains the right to terminate the agreement if Accelsius or a controlled entity initiates a patent infringement lawsuit against Nokia.
• The agreement includes a force majeure clause allowing Nokia to terminate if Accelsius is unable to perform its obligations for a continuous period exceeding six months.
• Licensed materials are provided 'AS IS' without warranty, and Accelsius is solely responsible for procuring any necessary third-party intellectual property rights.
• Accelsius is obligated to indemnify Nokia against claims arising from the furnishing or use of licensed materials.
• A non-circumvention clause ensures that Innventure and Accelsius do not impair Nokia's economic benefit from the Installment Payments or Buy-Out Fee.
• Violation of compliance and anti-corruption provisions by Licensee or Innventure constitutes a material breach, allowing Nokia to suspend or terminate the agreement.

Future Outlook

The amended agreement provides Accelsius with a more favorable financial structure for its two-phase cooling technology, potentially accelerating its path to commercialization and future capital events like an IPO or acquisition. The elimination of revenue-based royalties and extended payment terms suggest a clearer financial runway for growth.

Industry Context

Accelsius operates in the critical and rapidly growing market of two-phase cooling technology, which is essential for managing the increasing heat density in data centers, high-performance computing, and AI infrastructure. This technology is vital for improving energy efficiency and performance in these sectors. Nokia's original licensing of this technology and subsequent amendment of terms suggest a strategic move to divest or license non-core intellectual property while potentially benefiting from Accelsius's future success through fixed payments and a reduced buy-out option.

Comparison to Industry Standards

• NA

Corporate Governance

Legal Proceedings

• Nokia may unilaterally terminate all rights and licenses if Licensee or any entity controlled by Licensee files a lawsuit or initiates any legal proceeding against Nokia alleging patent infringement, and such lawsuit is not ended within 30 days of notice.

Related Party Transactions

• Accelsius, LLC is a controlled subsidiary of Innventure, Inc. Innventure, LLC (a wholly owned subsidiary of Innventure, Inc.) is a party to the A&R License Agreement solely for purposes of Section 3.04 (Buy-Out), Section 3.09 (Non-Circumvention), and Section 5.06 (Compliance and Anti-Corruption).
• Innventure, LLC guarantees payment of the Buy-Out Fee to Nokia under specific conditions related to its control over Accelsius.

Stakeholder Impact

• Shareholders of Innventure, Inc. are positively impacted by the improved financial terms for its subsidiary Accelsius, which could enhance Accelsius's valuation and reduce future liabilities, potentially leading to higher returns.
• Accelsius employees benefit from a more stable financial outlook for the company, potentially supporting continued innovation and growth in two-phase cooling technology.
• Nokia secures a revised agreement that eliminates the complexities of revenue-based royalties and provides a clearer path for fixed payments and a reduced, but potentially more certain, buy-Out Fee.

Next Steps

• Accelsius will continue to develop and commercialize its two-phase cooling technology, leveraging the more favorable licensing terms.
• Accelsius is required to notify Nokia within 30 days if it commences development of a Licensed Product for the radio access network (RAN) market within 36 months from the Original Effective Date (May 27, 2022).
• Potential future capital events for Accelsius, such as a Change of Control or an Initial Public Offering (IPO), are anticipated and factored into the agreement's buy-out provisions.

Key Dates

Recommendation

Keywords

Technology License, Royalty Elimination, Installment Payments, Buy-Out Fee, SEC Filing, 8-K, Accelsius, Nokia, Innventure, Two-Phase Cooling, Intellectual Property, Corporate Governance, Financial Reporting