Innovex International Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

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

Innovex International, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On April 21, 2025, Innovex International, Inc., a Delaware corporation (the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) with BIG Acquisitions LLC (the “Purchaser”), to sell its Eldrige facilities located at 6401 North Eldridge Pkwy, Houston, Texas 77041 (the “Property”) as described in the Purchase Agreement. The purchase price for the sale of the Property is $95.0 million, subject to adjustments.

In connection with the Purchase Agreement, the Company and the Purchaser intend to work together in good faith to prepare, negotiate and approve a short-term lease agreement (the “Lease”), pursuant to which the Company will lease the Property from the Purchaser to allow for completion of ongoing facility consolidation initiatives. The Lease will provide for (i) an initial term commencing on the closing date of the Purchase Agreement and expiring on December 31, 2025, (ii) one right to extend the lease term for an additional six consecutive calendar months, and (iii) gross rent in the amount of $650,000 per month.

The Company anticipates that closing of the sale will occur in the third quarter of 2025, subject to the satisfaction of certain closing conditions as described in the Purchase Agreement. The Purchase Agreement contains certain representations, warranties, covenants, obligations, conditions, indemnification provisions and termination provisions customary for industrial property sale transactions. The representations and warranties in the Purchase Agreement have been negotiated for purposes of risk-allocation between the Company and the Purchaser and are not a basis for investment decisions or reliance by any party other than the Company and the Purchaser.

Other than the Purchase Agreement, there exists no material relationship between the Company, its affiliates or any of the Company’s directors and officers, on the one hand, and the Purchaser, on the other. The terms of the transaction were negotiated between the Company and the Purchaser on an arms-length basis.

The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1.

On April 25, 2025, the Company issued a press release announcing (i) entry into the Purchase Agreement, (ii) a preliminary update to its first quarter of 2025 financial performance and (iii) dates and times for the release of its first quarter 2025 earnings results and conference call. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

The information provided under Item 2.02 above is incorporated by reference into this Item 7.01.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

The Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and on the Company’s investor relations website (https://investors.innovex-inc.com) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

(d) Exhibits.

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.