Was Innovex’s (INVX) TCO Group share issuance registered under the Securities Act?

No, the share issuance for the TCO Group acquisition was not registered. Innovex states the 1,060,713 common shares issued as merger consideration are exempt from Securities Act registration under Section 4(a)(2), which covers certain non-public offerings.

Innovex (INVX) issues 1,060,713 shares for TCO Group acquisition

Q: How was the Innovex (INVX) share count for the TCO Group deal calculated?

The 1,060,713 Innovex common shares were determined using the average of the volume weighted average trading prices on the New York Stock Exchange over the fifteen trading days immediately preceding June 15, 2026, as specified in the amended disclosure.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Innovex International, Inc. filed an amended current report to update the disclosed share issuance related to a completed acquisition.

On July 1, 2026, Innovex closed its acquisition of TCO Group AS and issued 1,060,713 shares of common stock as merger consideration. The share count was based on the average of the volume weighted average trading prices on the New York Stock Exchange over the fifteen trading days immediately before June 15, 2026. The issuance relied on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Merger consideration shares: 1,060,713 shares Par value per share: $0.01 per share Pricing reference period: 15 trading days +2 more

5 metrics

Merger consideration shares 1,060,713 shares Innovex common stock issued for TCO Group AS acquisition at closing on July 1, 2026

Par value per share $0.01 per share Par value of Innovex common stock issued as merger consideration

Pricing reference period 15 trading days Average of volume weighted average trading prices before June 15, 2026 used to determine share count

Securities Act exemption Section 4(a)(2) Exemption from registration for the Innovex share issuance

Closing date July 1, 2026 Date Innovex closed the TCO Group AS acquisition and issued shares

Key Terms

merger consideration, volume weighted average trading prices, Section 4(a)(2), emerging growth company, +1 more

5 terms

merger consideration financial

"update the number of shares of the Company's common stock ... that were issued as merger consideration in connection with the Company's acquisition"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

volume weighted average trading prices financial

"based on the average of the volume weighted average trading prices of the Common Stock on the New York Stock Exchange"

Section 4(a)(2) regulatory

"The issuance of shares of Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof."

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

emerging growth company regulatory

"| Emerging growth company |"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Explanatory Note regulatory

"Explanatory Note This Amendment No.1 ... is being filed by Innovex International, Inc."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/01/2026 - 05:00 PM Accepted by SEC EDGAR 07/01/2026 - 05:00 PM

FAQ

What did Innovex International (INVX) change in this amended 8-K/A?

Innovex updated the number of shares issued as merger consideration for its acquisition of TCO Group AS. The amendment clarifies that 1,060,713 common shares were issued at closing, with no other changes made to the original current report’s disclosures.

How many Innovex (INVX) shares were issued for the TCO Group acquisition?

Innovex issued 1,060,713 shares of common stock as merger consideration when it closed the TCO Group AS acquisition on July 1, 2026. This specific share count replaces the earlier disclosure and is the focus of the amended filing.

When did Innovex (INVX) close its acquisition of TCO Group AS?

Innovex closed its acquisition of TCO Group AS on July 1, 2026. The closing date is when the company issued 1,060,713 common shares to the seller as merger consideration under the terms described in the amended report.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No.1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2026

INNOVEX INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

     Delaware

     001-13439

     74-2162088

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)

     (I.R.S. Employer
Identification No.)

     19120 Kenswick Drive,
Humble, Texas

     77338

     (Address of principal executive offices)

     (Zip Code)

(346) 398-0000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	INVX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


☐	Emerging growth company
☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Explanatory Note

This Amendment No.1 to the Current Report on Form 8-K (this "Amendment") is being filed by Innovex International, Inc., a Delaware corporation (the "Company") for the purpose of amending and supplementing Item 3.02 of that certain Current Report on Form 8-K originally filed by the Company with the U.S. Securities and Exchange Commission on June 15, 2026 (the "Original Form 8-K"). This Amendment is being filed to update the number of shares of the Company's common stock, par value $0.01 per share (the "Common Stock") that were issued as merger consideration in connection with the Company's acquisition (the "Transaction") of TCO Group AS, a Norwegian private limited liability company (“TCO Group”). No other changes have been made to the Original Form 8-K.


Item 3.02	Unregistered Sales of Equity Securities.

The information set forth in Item 3.02 of the Original Form 8-K is hereby supplemented as follows:

On July 1, 2026, the Company closed the Transaction and issued 1,060,713 shares of Common Stock to the seller as merger consideration. The number of shares issued was determined based on the average of the volume weighted average trading prices of the Common Stock on the New York Stock Exchange over the fifteen trading days immediately preceding June 15, 2026. The issuance of shares of Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	Innovex International, Inc.

Date: July 1, 2026	By:	/s/ Adam Anderson
		Adam Anderson
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

1 document