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重大事件 即時報告 8-K 2026-08-10

Innovex股東經巴克萊售500萬股 每股28.71美元集資1.44億

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Innovex International(紐約證券交易所代號:INVX)於2026年8月6日簽訂包銷協議,由特定現有股東(Amberjack Capital Partners, L.P. 之附屬公司)經Barclays Capital Inc.作為包銷商,向市場出售500萬股普通股,每股作價28.71美元,集資總額約1.4355億美元。有關交易已於2026年8月10日完成。 是次發售屬股東減持交易,公司本身並無出售任何股份,亦不會從是次發售中收取任何所得款項。發售根據公司早前已生效的S-3貨架註冊聲明(檔案編號333-282178)進行,相關基礎招股書、初步補充招股書及最終補充招股書均已向美國證交會(SEC)提交。 包銷協議載有慣常的陳述與保證、承諾、交割條件及終止條款。公司及賣方股東同意就若干負債向包銷商作出彌償,並分擔包銷商可能須支付的款項。 對投資者的潛在影響: 是次發售主要為現有股東變現,市場供應增加或對股價構成短期壓力,但公司並無攤薄權益,亦無改變其現金狀況。投資者應留意該批股份於市場消化後,股價或會逐步反映公司基本因素。詳情可參閱公司向SEC提交的8-K文件及相關招股書。
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8-K
 
 
 
 0001042893false00010428932026-08-062026-08-06

 

  
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

 
 
 
 

 
 Date of Report (Date of earliest event reported): August 06, 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)

 (IRS Employer
Identification No.)

 

 
  

  

  

  

  

 

 
 19120 Kenswick Drive 

  

 

 
 Humble, Texas

  

 77338 

 

 
 (Address of Principal Executive Offices)

  

 (Zip Code)

 

  

 
 
 
 

 
 Registrant’s Telephone Number, Including Area Code: 346 398-0000

 

  

 
 
 
 

 
  

 

  
 
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

 

 
 Common stock, par value $0.01 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. ☐
 

 

 
 

 Item 1.01 Entry into a Material Definitive Agreement.
On August 6, 2026, Innovex International, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with certain affiliates of Amberjack Capital Partners, L.P. (the “Selling Stockholders”) and Barclays Capital Inc., as underwriter (the “Underwriter”), relating to the offer and sale by the Selling Stockholders of 5,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), at a price to the Underwriter of $28.71 per share (the “Offering”). The Company did not sell any shares of Common Stock in the Offering and did not receive any proceeds from the sale of the shares offered by the Selling Stockholders. 
The Offering closed on August 10, 2026. The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-282178), filed previously with the U.S. Securities and Exchange Commission (the “SEC”) that became effective on October 1, 2024, which consists of a base prospectus, filed with the SEC on September 17, 2024, a preliminary prospectus supplement, filed with the SEC on August 6, 2026, and a final prospectus supplement, filed with the SEC on August 10, 2026.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed to indemnify the Underwriter against certain liabilities and to contribute to payments the Underwriter may be required to make in the event of any such liabilities.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and the terms of which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

 
 
 
 
 

 
 Exhibit No.

 Description

 

 
 1.1+

 Underwriting Agreement, dated as of August 6, 2026, by and among Innovex International, Inc., the Selling Stockholders and Barclays Capital Inc. 

 

 
 104

 Cover Page Interactive Data File (formatted as inline XBRL)

 

 
  

  

 

  
+ Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.
 

 

 
 

 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:

 August 10, 2026

 By: 

 /s/ Adam Anderson

 

 
  

  

  

 Adam Anderson
Chief Executive Officer