[8-K] NOV Inc. Reports Material Event

Rhea-AI Filing Summary

On 25 Jul 2025 Palatin Technologies (PTN) filed an 8-K outlining results of its annual shareholder meeting and recent listing developments.

• Listing status: NYSE American suspended PTN on 7 May 2025 for persistent low price and commenced delisting. Shares now trade on the OTCQB under “PTNT”.
• Reverse split authority: Holders approved a 1-for-50 to 1-for-100 reverse stock split (12.44 M FOR / 8.23 M AGAINST), giving directors discretion to set the final ratio—an essential step toward regaining minimum-price compliance on a national exchange.
• Governance & capital actions: Four directors were re-elected; turnout was 41.9 % of eligible votes. Shareholders authorized the issuance of common shares upon exercise of Series B, D and I warrants (~5.2 M FOR vs ~3.0 M AGAINST each) and added 3 M shares to the 2011 Stock Incentive Plan.
• Audit & advisory matters: KPMG LLP retained as auditor (19.42 M FOR). Investors opted for an annual say-on-pay vote and endorsed FY-2024 executive compensation.

No revenue, earnings or cash-flow data were provided.

Insights

Financial Analyst

TL;DR: Reverse split approved; delisting already in effect—neutral near-term, but dilution and liquidity risks persist.

Shareholder backing for a 1-for-50–100 reverse split gives management the mechanical tool needed to raise PTNT’s quoted share price should it seek to re-list on NYSE American or Nasdaq. However, support was only 59 % of votes cast, and overall participation was low (41.9 % of voting power), signalling limited investor enthusiasm. Approval of warrant share issuances and a larger equity incentive pool increases potential dilution at a time when the company’s market price is already distressed. The filing contains no operational or financial updates—investors still lack clarity on fundamentals. Net impact: largely neutral until management executes the split and outlines a relisting strategy.

Corporate Governance Expert

TL;DR: Governance measures passed, but low turnout and prior delisting reflect reputational weakness.

All proposals were approved, demonstrating board control, yet only ~42 % of voting rights were represented—well below best-practice participation levels. The wide range in reverse-split ratio (1-50 to 1-100) grants broad discretion, potentially undermining minority protections. Continued OTC trading and high potential dilution from warrants and plan shares heighten governance risk. Advisory votes favored annual say-on-pay and supported compensation, indicating limited but existent shareholder oversight. Overall impact: mixed; formal approvals secured, yet structural concerns remain.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 28, 2025

NOV INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		1-12317		76-0475815
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
10353 Richmond Ave. Houston, Texas				77042
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code 346-223-3000

(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 (see General Instruction A.2. below):

☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication 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, par value $0.01 per share		NOV		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. ☐

Item 2.02 Results of Operations and Financial Condition

On July 28, 2025, NOV Inc. issued a press release announcing earnings for the quarter ended June 30, 2025 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. A presentation to accompany the conference call, which contains certain historical and forward-looking information relating to the Company (the “Presentation Materials”), has been made available on its website at www.nov.com. A copy of the Presentation Materials is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to a number of risks, uncertainties and assumptions, including the factors described in the Company’s most recent periodic reports and other documents filed with the Securities and Exchange Commission (the “SEC”), which are available free of charge at the SEC’s website at www.sec.gov or the Company’s website at www.nov.com. The Company cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K:

99.1		NOV Inc. press release dated July 28, 2025 announcing the earnings results for the quarter ended June 30, 2025.
99.2		Presentation Materials dated July 29, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: July 29, 2025				NOV INC.
				/s/ Peter F. Vranderic
				Peter F. Vranderic
				Vice President

FAQ

Why was Palatin Technologies (PTN) delisted from NYSE American?

NYSE American determined PTN’s stock price was too low under Section 1003(f)(v); trading was suspended on 7 May 2025.

Where does PTN trade now?

Since 9 Jun 2025, the common stock has traded on the OTCQB under the symbol “PTNT”.

What reverse stock split ratio did shareholders approve?

Investors authorized a split between 1-for-50 and 1-for-100; the board will choose the exact ratio.

Did shareholders approve issuing shares for outstanding warrants?

Yes, issuance for Series B, D, and I warrants was approved (~5.2 M votes FOR vs ~3.0 M AGAINST each).

Was the auditor changed?

No. KPMG LLP was ratified as independent auditor for FY 2025 with 19.42 M votes FOR.

How often will PTN hold say-on-pay votes?

Shareholders chose an annual frequency (7.31 M votes).