Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported in the Current Report on Form 8-K of Innventure, Inc. (the "Company") filed with the Securities and Exchange Commission on April 30, 2026, following the resignation of Daniel Hennessy from the Company's Board of Directors (the "Board") and Audit Committee effective April 29, 2026, the Company notified The Nasdaq Stock Market LLC ("Nasdaq") that it was not in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires that the Audit Committee of a Nasdaq-listed company be composed of at least three members meeting applicable independence and other criteria.
On May 15, 2026, the Board appointed Bruce Brown, an independent director, to serve as a member of the Audit Committee of the Board, effective immediately. Mr. Brown's appointment to the Audit Committee restored the Audit Committee to three members, each of whom was determined by the Company's Board as satisfying the applicable independence and other criteria required by Nasdaq Listing Rule 5605(c)(2)(A). As a result, on May 18, 2026, the Company notified Nasdaq that it believed it had regained compliance with Nasdaq Listing Rule 5605(c)(2)(A) as of May 15, 2026. On May 19, 2026, Nasdaq confirmed that the Company has regained such compliance.