Invech Holdings (IVHI) inks $10M discounted equity line with GHS

Rhea-AI Filing Summary

Invech Holdings, Inc. entered into an Equity Financing Agreement and a Registration Rights Agreement with GHS Investments, LLC on March 3, 2026. GHS agreed to provide up to $10,000,000 through purchases of Invech common stock once a Form S-1 registration statement becomes effective.

After effectiveness, Invech may periodically send “put” notices requiring GHS to buy shares. Each put must be between $10,000 and $500,000, and cannot exceed 200% of the average daily trading dollar volume over the prior ten trading days, while staying under 4.99% of Invech’s outstanding shares.

The purchase price for each put is set at 80% of the lowest traded price of Invech’s stock during the ten consecutive trading days before the put date. The put right lasts until the earlier of 24 months after S-1 effectiveness or when GHS has bought an aggregate of $10,000,000 in shares.

Insights

Capital markets analyst

Invech arranged a discounted equity line of up to $10M with ownership caps.

Invech Holdings signed an Equity Financing Agreement with GHS Investments, allowing sales of up to $10,000,000 of common stock after a Form S-1 becomes effective. Invech controls timing and size via “put” notices, subject to trading-volume and size limits.

Each draw ranges from $10,000 to $500,000, priced at 80% of the lowest traded price over the prior ten trading days, which implies meaningful potential dilution when used. A 4.99% cap on GHS’s beneficial ownership limits its stake at any point.

The arrangement can continue until 24 months after the S-1 is effective or until GHS has purchased $10,000,000 of shares. Actual impact depends on how frequently Invech uses the facility and prevailing trading prices at each put.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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

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:

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 3, 2026, Invech Holdings, Inc. (the “Company”) entered into an Equity Financing Agreement (the “Financing Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS Investments, LLC (“GHS”). Under the terms of the Financing Agreement, GHS has agreed to provide the Company with up to $10,000,000 upon effectiveness of a registration statement on Form S-1. Following effectiveness of the registration statement, the Company shall have the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred percent (200%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put notice date, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to eighty percent (80%) of the lowest traded price of the Company’s common stock during the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS. No put will be made in an amount equaling less than $10,000 or greater than $500,000. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $10,000,000 worth of put shares.

The foregoing information is a summary of the Financing Agreement and the Registration Rights Agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of the Financing Agreement and the Registration Rights Agreement, which are attached as exhibits to this Current Report on Form 8-K. Readers should review the Financing Agreement and the Registration Rights Agreement 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 10.2		Equity Financing Agreement between the Company and GHS Investments, LLC dated March 3, 2026 Registration Rights Agreement between the Company and GHS Investments, LLC dated March 3, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: March 5, 2026

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

3

FAQ

What equity financing did Invech Holdings (IVHI) arrange with GHS Investments?

Invech Holdings agreed to an Equity Financing Agreement with GHS Investments for up to $10,000,000 of common stock purchases. The financing becomes available only after a Form S-1 registration statement is declared effective, enabling Invech to raise capital through periodic share puts.

How is the share purchase price determined under Invech Holdings’ $10 million facility?

Each share sold under the facility is priced at 80% of the lowest traded price over the ten consecutive trading days before a put notice. This formula creates a built-in discount for GHS while tying the pricing directly to recent market trading levels.

What limits apply to each put notice Invech Holdings (IVHI) can send GHS?

Each put must be at least $10,000 and no more than $500,000. Additionally, the put amount cannot exceed 200% of the average daily trading dollar volume over the prior ten trading days, while also remaining under 4.99% of Invech’s outstanding shares.

How long can Invech Holdings use the equity financing agreement with GHS?

Invech can deliver puts until the earlier of 24 months after the Form S-1 registration statement becomes effective or the point when GHS has purchased an aggregate of $10,000,000 in shares. After that, the equity line under this agreement ends.

What is the 4.99% ownership cap in Invech Holdings’ deal with GHS Investments?

The agreement prevents GHS and its affiliates from owning more than 4.99% of Invech’s outstanding common stock. Invech cannot issue shares under a put that would push GHS’s beneficial ownership above this threshold, limiting GHS’s potential stake.

Why does Invech Holdings need a Form S-1 for the GHS equity financing?

The $10,000,000 equity facility is conditioned on the effectiveness of a Form S-1 registration statement. That registration allows the resale of shares issued under the agreement, enabling GHS to purchase registered stock once the SEC has declared the S-1 effective.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EQUITY FINANCING AGREEMENT 185.4 KB
• EX-10.2 REGISTRATION RIGHTS AGREEMENT 80.0 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