Invech Holdings (OTC: IVHI) shifts control to Stephen Ken Adair

Q: How much voting power did Stephen Ken Adair gain in Invech Holdings (IVHI)?

By acquiring 300,000 Series A Preferred shares, Adair obtained a class entitled to 80% of Invech Holdings’ total voting power on all matters. Combined with his 88,000,000 common shares, this structure conferred voting control of the company on him.

Q: When did leadership changes at Invech Holdings (IVHI) become effective?

On August 3, 2026 , Invech Holdings accepted Alexander M. Woods‑Leo’s resignation from all officer and director positions and simultaneously appointed Stephen Ken Adair as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Director, aligning management changes with the closing of the control transaction.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Invech Holdings, Inc. reported a change in control following a Stock Purchase Agreement dated July 17, 2026, under which majority shareholder Alexander M. Woods‑Leo agreed to sell 88,000,000 shares of Common Stock and 300,000 shares of Series A Preferred Stock to Stephen Ken Adair for $290,000. This block represented approximately 75.9% of issued and outstanding Common Stock and 100% of the Series A Preferred Stock, which as a class carries 80% of the company’s total voting power, giving Adair voting control. The Agreement was fully executed on July 17, 2026, and the change in control occurred on August 3, 2026.

At closing, the company divested and spun out its Paragon Assets, a software‑as‑a‑service real estate rental property management platform operated at www.paragonrentals.ai, to Paragon Rentals, Inc., an entity controlled by Woods‑Leo. These assets, acquired March 3, 2026 via a convertible promissory note later settled and converted into 5,000,000 common shares, were transferred for nominal consideration and designated as excluded from the change‑of‑control transaction; the company notes this divestiture may affect its status as a shell company under Exchange Act Rule 12b‑2. Effective August 3, 2026, Woods‑Leo resigned from all officer and director roles, and Adair was appointed President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Director. The company reports no disagreements related to Woods‑Leo’s resignation and discloses Adair’s travel industry background, with no family relationships or additional related‑party transactions requiring disclosure.

8-K Event Classification

5 items: 1.01, 2.01, 5.01, 5.02, 9.01

5 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 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Common shares sold: 88,000,000 shares Series A Preferred shares sold: 300,000 shares Purchase price for control block: $290,000 +3 more

6 metrics

Common shares sold 88,000,000 shares Control block of Common Stock sold by Alexander M. Woods‑Leo to Stephen Ken Adair

Series A Preferred shares sold 300,000 shares All issued and outstanding Series A Preferred Stock transferred to Stephen Ken Adair

Purchase price for control block $290,000 Consideration for 88,000,000 Common and 300,000 Series A Preferred shares under the Stock Purchase Agreement

Common ownership represented 75.9% Portion of issued and outstanding Common Stock included in the shares sold

Series A voting power 80% Total company voting power held by the Series A Preferred Stock as a class

Shares issued on settlement 5,000,000 shares Common shares issued upon conversion of the Paragon Assets convertible promissory note on June 1, 2026

Key Terms

Stock Purchase Agreement, Series A Preferred Stock, convertible promissory note, shell company, +1 more

5 terms

Stock Purchase Agreement financial

"entered into a Stock Purchase Agreement (the “Agreement”) with Stephen Ken Adair"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

Series A Preferred Stock financial

"88,000,000 shares of Common Stock and 300,000 shares of Series A Preferred Stock"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

convertible promissory note financial

"acquired the Paragon Assets on March 3, 2026 for a convertible promissory note"

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.

shell company regulatory

"The divestiture may affect the Company’s status as a shell company"

A shell company is a legal entity that exists on paper but has little or no active business operations or significant assets—think of it like an empty storefront or a mailbox with a business name. Investors should care because shells can be used for legitimate purposes like simplifying a merger, but they also carry higher risks: unclear value, limited revenue or disclosure, potential for fraud, and sudden price swings when a real business is introduced or hidden liabilities surface.

Information Statement on Schedule 14f-1 regulatory

"change in the majority of the board of directors is the subject of an Information Statement on Schedule 14f-1"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 08/03/2026 - 03:06 PM Accepted by SEC EDGAR 08/03/2026 - 03:06 PM

FAQ

What stock sale triggered the change of control at Invech Holdings (IVHI)?

The change in control resulted from Alexander M. Woods‑Leo selling 88,000,000 common and 300,000 Series A Preferred shares to Stephen Ken Adair for $290,000. Those shares equaled about 75.9% of outstanding common stock and all outstanding Series A Preferred Stock.

How much voting power did Stephen Ken Adair gain in Invech Holdings (IVHI)?

By acquiring 300,000 Series A Preferred shares, Adair obtained a class entitled to 80% of Invech Holdings’ total voting power on all matters. Combined with his 88,000,000 common shares, this structure conferred voting control of the company on him.

What Paragon Assets did Invech Holdings (IVHI) divest in connection with the control change?

Invech Holdings divested its Paragon Assets, a SaaS real estate rental property management marketplace at www.paragonrentals.ai. The spin‑out included the domain, logo, source code, code base, front end, back end, and administrative panel, transferred to Paragon Rentals, Inc. controlled by Woods‑Leo.

When did leadership changes at Invech Holdings (IVHI) become effective?

On August 3, 2026, Invech Holdings accepted Alexander M. Woods‑Leo’s resignation from all officer and director positions and simultaneously appointed Stephen Ken Adair as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Director, aligning management changes with the closing of the control transaction.

How might the Paragon Assets divestiture impact Invech Holdings (IVHI)?

The company states that divesting the Paragon Assets for nominal consideration and designating them as excluded from the control transaction may affect its status as a shell company under Exchange Act Rule 12b‑2, signaling potential implications for its regulatory classification going forward.

What prior transaction led to issuance of 5,000,000 Invech Holdings (IVHI) shares?

Invech Holdings acquired the Paragon Assets on March 3, 2026 using a convertible promissory note, then settled that note under a June 1, 2026 Settlement Agreement. The settlement converted the obligation into 5,000,000 shares of Common Stock, leaving no acquisition indebtedness outstanding.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

July 17, 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(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		IVHI		OTC

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. ☐

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On July 17, 2026, the registrant’s majority shareholder, Alexander M. Woods-Leo, entered into a Stock Purchase Agreement (the “Agreement”) with Stephen Ken Adair (the “Buyer”). As per the terms of the Agreement, Mr. Woods-Leo agreed to sell his control block of stock, 88,000,000 shares of Common Stock and 300,000 shares of Series A Preferred Stock, for the purchase price of $290,000. The Agreement was fully executed on July 17, 2026. As a condition of the closing, the Company’s Paragon Assets were spun out to Mr. Woods-Leo, as described in Item 2.01 below. (See Exhibit 10.2)

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

In connection with the change of control, and effective simultaneously with the closing, the Company divested and spun out its Paragon Assets — the software-as-a-service real estate rental property management marketplace platform operated at www.paragonrentals.ai, including the domain name, logo, source code, code base, front end, back end, and administrative panel — to Paragon Rentals, Inc., an entity controlled by Alexander M. Woods-Leo.

The Company acquired the Paragon Assets on March 3, 2026 for a convertible promissory note, which was settled in full and converted into 5,000,000 shares of Common Stock pursuant to a Settlement Agreement dated June 1, 2026, such that no acquisition indebtedness relating to the Paragon Assets remained outstanding. The divestiture was authorized by the Company’s board of directors, made for nominal consideration, and designated as an excluded asset in connection with the change of control. The divestiture may affect the Company’s status as a shell company as defined in Rule 12b-2 under the Exchange Act. (See Exhibits 10.3 and 10.4)

ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.

On August 3, 2026, a change in control of the Company occurred by virtue of the sale by the Company’s majority shareholder, Alexander M. Woods-Leo, of 88,000,000 shares of Common Stock and 300,000 shares of Series A Preferred Stock to Stephen Ken Adair. Such shares represent approximately 75.9% of the Company’s issued and outstanding Common Stock and 100% of the Company’s issued and outstanding Series A Preferred Stock. The Series A Preferred Stock, as a class, is entitled to a number of votes equal to eighty percent (80%) of the total voting power of the Company on all matters submitted to shareholders, and accordingly conferred voting control of the Company upon the Buyer. In connection with the sale, the Company’s existing officer and director resigned and a new officer and director was appointed, as described in Item 5.02 below. The change in the majority of the board of directors is the subject of an Information Statement on Schedule 14f-1 filed with the Commission and mailed to shareholders. (See Item 5.02 and Exhibit 10.1)

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

Effective August 3, 2026, the Company accepted the resignation of Alexander M. Woods-Leo from all of his positions with the Company, including President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Director. Mr. Woods-Leo’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices. Simultaneously, the following individual was elected:

Stephen Ken Adair as its President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Director.

Mr. Adair, age 49, has served as the Founder and Owner of Executive Class Travel, a Fort Worth, Texas-based travel company specializing in first-class air travel, luxury vacations, and corporate travel, since 2001. From 2004 to 2010, he served as Owner and Operator of Cruise Depot in Fort Worth, Texas. From 1996 to 2001, he served as International Manager for Terminal A at American Airlines at the Dallas/Fort Worth Airport, where he managed a team of approximately 85 employees. From 1991 to 1996, he was the Owner and Operator of Ticket Warehouse, a ticket brokerage business in Fort Worth, Texas. Mr. Adair completed coursework at Texas Christian University and Tarrant County College in Fort Worth, Texas.

There are no family relationships between Mr. Adair and any director or executive officer of the Company. Other than the Agreement and the transactions described in this Current Report, there are no transactions involving Mr. Adair that would require disclosure under Item 404(a) of Regulation S-K, and there is no arrangement or understanding between Mr. Adair and any other person pursuant to which he was appointed. [Describe any compensatory plan, contract, or arrangement with Mr. Adair, or state that there are none.]

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(b) Exhibits.

Exhibit No.		Description
10.1		Unanimous Written Consent of the Board of Directors (resignation and appointment of officers and directors) dated August 3, 2026
10.2		Stock Purchase Agreement between Alexander M. Woods-Leo and Stephen Ken Adair dated July 17, 2026
10.3		Action by Written Consent of the Sole Director authorizing the divestiture of the Paragon Assets, dated August 3, 2026
10.4		Asset Assignment Agreement (Paragon Assets) dated August 3, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Settlement Agreement between the Company and Andrew Chase Cochran dated June 1, 2026 is incorporated by reference to the Company’s Form 8-K/A filed June 4, 2026.

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: August 3, 2026

	INVECH HOLDINGS, INC.

	By:	/s/ Alexander M. Woods-Leo
	Name:	Alexander M. Woods-Leo
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents