Invech cuts asset purchase price to $225,000

Invech Holdings, Inc. amended the terms of an earlier asset purchase with Andrew Chase Cochran.

Accepted by SEC EDGAR 06/04/2026 - 10:52 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Invech Holdings, Inc. amended the terms of an earlier asset purchase with Andrew Chase Cochran. On June 1, 2026, the parties signed a Settlement Agreement that reduces the purchase price by 50% and correspondingly cuts the related convertible promissory note by the same percentage. The amendment sets a new purchase price and note amount of $225,000 and limits conversion of the note to 5,000,000 IVHI common shares. The company confirms that the acquisition originally closed on March 3, 2026, and this filing updates only the agreement and note terms tied to that transaction.

Insights

Capital structure analyst

Invech halves the consideration and share overhang tied to a prior asset deal.

The Settlement Agreement with Andrew Chase Cochran lowers the asset purchase price and related convertible note by 50%, with the revised note set at $225,000 and now convertible into 5,000,000 IVHI shares. This directly reduces the potential equity issuance from this specific instrument.

The economics of the original asset purchase change meaningfully, but the filing does not quantify the asset’s performance or strategic importance. The impact on overall valuation depends on Invech’s broader capital structure and how significant $225,000 and 5,000,000 shares are relative to total shares outstanding.

8-K Event Classification

3 items: 1.01, 2.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Revised purchase price: $225,000 Revised note principal: $225,000 Conversion shares: 5,000,000 shares +3 more

6 metrics

Revised purchase price $225,000 Purchase price under June 1, 2026 Settlement Agreement

Revised note principal $225,000 Purchase price promissory note amount after amendment

Conversion shares 5,000,000 shares IVHI common shares the amended note is convertible into

Price reduction 50% Reduction in purchase price and note amount versus prior terms

Settlement date June 1, 2026 Date of Settlement Agreement with Andrew Chase Cochran

Acquisition closing date March 3, 2026 Date the original Purchase Agreement transaction closed

Key Terms

Material Definitive Agreement, Settlement Agreement, convertible promissory note, Completion of Acquisition or Disposition of Assets, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Settlement Agreement financial

"entered into a Settlement Agreement (“Settlement Agreement”) to change the purchase price"

A settlement agreement is a legally binding deal where two sides resolve a dispute—often a lawsuit—by agreeing on terms such as payments, actions, or changes in behavior instead of continuing the case to trial. For investors it matters because settlements can create immediate costs, limit future liabilities or risks, and change a company's cash flow, reputation, or ongoing obligations much like paying a negotiated bill to avoid a lengthy, uncertain fight.

convertible promissory note financial

"Since the purchase price was paid by a convertible promissory note, the amount of that note has now been reduced"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

Completion of Acquisition or Disposition of Assets regulatory

"Item 2.01 Completion of Acquisition or Disposition of Assets."

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Invech Holdings (IVHI) amend in this 8-K/A?

Invech amended an earlier asset purchase agreement with Andrew Chase Cochran. The update changes the purchase price and related convertible promissory note terms under a Settlement Agreement dated June 1, 2026, while the original acquisition closed on March 3, 2026.

How much is the revised purchase price in Invech Holdings (IVHI) settlement?

The revised purchase price is $225,000. This amount also sets the new principal of the purchase price promissory note, aligning the cash consideration and the debt obligation after a 50% reduction from the prior terms in the Purchase Agreement.

How many Invech Holdings (IVHI) shares is the note now convertible into?

The purchase price promissory note is now convertible into 5,000,000 IVHI common shares. This reflects the 50% reduction in both the note amount and the original conversion terms agreed between Invech Holdings and Andrew Chase Cochran.

When did Invech Holdings (IVHI) close the original asset acquisition?

Invech closed and completed the original asset purchase on March 3, 2026. The June 1, 2026 Settlement Agreement does not change the closing date; it only revises the purchase price, note amount, and related conversion terms associated with that completed transaction.

What is the purpose of Invech Holdings (IVHI) June 1, 2026 Settlement Agreement?

The Settlement Agreement’s purpose is to reduce the asset purchase price and adjust the convertible note. It cuts both by 50%, sets the price at $225,000, and revises the maximum conversion to 5,000,000 IVHI shares, updating Items 1.01 and 2.01 in the prior report.

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

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true updating Items 1.01 and 2.01 0001009919 0001009919 2026-03-03 2026-03-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

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

June 1, 2026 (March 3, 2026)

Date of report (Date of earliest event reported)

INVECH HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		000-25553		41-4348617
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1603 Capitol Ave

Suite 413 PMB 1777

Cheyenne, WY 82001

(Address of Principal Executive Offices) (Zip Code)

(302) 553-5205

(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:

☐	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
None		N/A		N/A

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

Invech Holdings, Inc. (“Company”) is filing an update to its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2026 (the “Original Form 8-K”) solely for the purpose of updating Items 1.01 and 2.01, as reflected in Items 1.01 and 2.01 below, to reflect changes in the terms of the original agreement dated March 3, 2026 between Andrew Chase Cochran and the Company. Other than as set forth in this Explanatory Note, this amendment does not amend any other disclosures in the Original Form 8-K.

2

Item 1.01 Entry into a Material Definitive Agreement.

On June 1, 2026, Invech Holdings, Inc. (the “Company”) and Andrew Chase Cochran (“Cochran”) entered into a Settlement Agreement (“Settlement Agreement”) to change the purchase price of the asset purchased in their agreement dated March 3, 2026 (“Purchase Agreement”), to reduce the purchase price by fifty percent. Since the purchase price was paid by a convertible promissory note, the amount of that nose has now been reduced by fifty percent and the amount of IVHI common shares the original note amount was convertible into has also been reduced by fifty percent. The Purchase Agreement is reflected in the Company’s 10-Q for the period ending March 31, 2026.

The foregoing information is a summary of the Settlement Agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of the Agreement which is attached as exhibit 10.1 to this Current Report on Form 8-K. Readers should review the Settlement Agreement for a complete understanding of the terms and conditions of the transaction described above.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided in Item 1.01 of this Current Report on Form 8-K related to the aforementioned Purchase Agreement and Note is incorporated by reference into this Item 2.01.

On March 3, 2026, the Company completed and closed the transaction with the Seller contemplated by the Purchase Agreement, On June 1, 2026 the Company and Cochran entered into a Settlement Agreement to change the purchase price of the asset purchased to a purchase price of $225,000 USD.

Consistent with the change in the purchase price of the asset, the purchase price promissory note given by the Company in payment of the purchase price has been changed to $225,000 USD, and the number of IVHI common shares the purchase price promissory note became convertible into is now 5,000,000 IVHI common shares.

The foregoing information is a summary of the Agreement and the Note involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of the Agreement and the Note, which are attached as exhibits to this Current Report on Form 8-K. Readers should review the Agreement and the Note for a complete understanding of the terms and conditions of the transaction described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Settlement Agreement between the Company and Cochran dated June 1, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

SIGNATURE

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.

Date: June 4, 2026

	INVECH HOLDINGS, INC.
	By:	/s/ Alexander M. Woods-Leo
	Name:	Alexander M. Woods-Leo
	Title:	Chief Executive Officer

4

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 SETTLEMENT AGREEMENT BETWEEN THE COMPANY AND COCHRAN DATED JUNE 1, 2026 3.8 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB