IVHI 8-K
Invech Holdings, Inc. (IVHI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
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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:
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Securities registered pursuant to Section 12(g) of the Act:
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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.
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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.
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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 | |
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Exhibit 10.1
August 3, 2026
Board of Directors
Invech Holdings, Inc.
Re: Resignation of Alexander M. Woods-Leo
Dear Board of Directors:
Please be advised that I, Alexander M. Woods-Leo, do hereby resign all of my positions as officer and director of Invech Holdings, Inc. (the “Company”).
This resignation is effective as of August 3, 2026. Specifically, I resign from my positions as President, Chief Executive Officer, Secretary, Treasurer and Director of the Company, as well as any other positions that might be construed as part of the executive management or directorship of the Company.
My resignation is not due to any disagreement on any matter relating to the operations, policies, or practices of the Company.
Yours truly,
/s/ Alexander M. Woods-Leo
Alexander M. Woods-Leo
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INVECH HOLDINGS, INC.
Unanimous Written Consent
Of Board of Directors
In Lieu of Special Meeting
The undersigned, being the Board of Directors of Invech Holdings, Inc., a Nevada corporation (the “Corporation”), hereby waives the calling or holding of a meeting of the Board of Directors of the Corporation (the “Board”), consents in writing as of this 3rd day of August, 2026 to the following actions and directs that this unanimous written consent be filed by the Corporation’s Secretary with the minutes of proceedings of the Board.
WHEREAS, the Corporation desires to accept the resignation of Alexander M. Woods-Leo as its President, CEO, Treasurer, Secretary and Director; and
WHEREAS, the Corporation desires to appoint Stephen Ken Adair as its President, CEO, Treasurer, Secretary and Director.
Now, therefore,
RESOLVED, the Corporation shall accept the resignation of Alexander M. Woods-Leo as its President, CEO, Treasurer, Secretary and Director, effective as of August 3, 2026.
FURTHER RESOLVED, the Corporation shall appoint Stephen Ken Adair as its President, CEO, Treasurer, Secretary and Director, effective as of August 3, 2026.
FURTHER RESOLVED, the Board of Directors of the Corporation be and hereby is authorized, empowered and directed to take any and all actions and to execute, deliver and file any and all agreements, instruments and documents as the Board of Directors so acting shall determine to be necessary or appropriate to consummate the transactions contemplated by the foregoing resolutions. The taking of such action shall be conclusive evidence that the same was deemed to be necessary or appropriate and was authorized hereby.
IN WITNESS WHEREOF, the undersigned, being the Board of Directors of Invech Holdings, Inc., has executed this Consent as of the day and year first written above.
/s/ Alexander M. Woods-Leo
Alexander M. Woods-Leo, Director
ACCEPTANCE OF APPOINTMENT
The undersigned hereby accepts the foregoing appointment as President, Chief Executive Officer, Treasurer, Secretary and Director of Invech Holdings, Inc., effective as of August 3, 2026, and consents to serve in each such capacity.
/s/ Stephen Ken Adair
Stephen Ken Adair, President, CEO, Treasurer, Secretary and Director
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Exhibit 10.2
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of July 17, 2026, by and among Alexander M. Woods-Leo, an individual (the “Seller”), and Stephen Ken Adair, an individual, or his designated acquisition entity (the “Buyer”). Seller and Buyer are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Seller is the record and beneficial owner of 88,000,000 shares of Common Stock, par value $0.001 per share, and 300,000 shares of Preferred Stock Series A of Invech Holdings, Inc., a Nevada corporation (the “Company” or “IVHI”); and
WHEREAS, the 88,000,000 shares of Common Stock represent a controlling interest in the Company, and the 300,000 shares of Preferred Stock Series A represent 100.000% of the total outstanding shares of Preferred Stock Series A of the Company (collectively, the “Target Shares”); and
WHEREAS, Buyer desires to purchase all of the Target Shares from Seller, and Seller desires to sell all of the Target Shares to Buyer, resulting in a full transfer of corporate control of the Company to Buyer upon the terms and conditions set forth herein; and
WHEREAS, as of the date hereof the Company owns certain primary operational assets, specifically including the SaaS property management marketplace platform, code base, system backend, administrative panels, and the primary domain name www.paragonrentals.ai (collectively, the “Paragon Assets”), which Paragon Assets are to be divested and spun out to Seller at and as a condition of the Closing as provided in Section 7 below; and
WHEREAS, the Buyer and the Seller have entered into that certain Escrow Agreement dated July 2, 2026, by and among the Buyer, the Seller, and Newlan Law Group, PLLC, with Eric Newlan acting as escrow agent (the “Escrow Agent”), governing the deposit, holding, and disbursement of the Purchase Price and the share transfer documentation related to this transaction (the “Escrow Agreement”);
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. PURCHASE AND SALE OF SHARES
1.1 Sale of Target Shares. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, assign, and transfer to Buyer at the Closing, and Buyer agrees to purchase from Seller, all of the Target Shares (consisting of 88,000,000 shares of Common Stock and 300,000 shares of Preferred Stock Series A), free and clear of all liens, charges, encumbrances, or adverse claims of any kind.
2. PURCHASE PRICE AND PAYMENT
2.1 Total Purchase Price. The total purchase price for the Target Shares shall be Two Hundred Ninety Thousand Dollars (US $290,000) (the “Purchase Price”), payable in U.S. dollars at the Closing in accordance with the Escrow Agreement.
2.2 Payment Through Escrow. The Purchase Price shall be deposited with the Escrow Agent and shall be held and disbursed strictly in accordance with the terms of the Escrow Agreement, and the Escrow Agent shall disburse the Purchase Price to Seller in U.S. dollars upon completion of the Closing. The Parties acknowledge that the timing of deposits, the non-refundable deposit, the escrow fee, and the consequences of any failure to fund are governed exclusively by the Escrow Agreement.
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3. CLOSING AND ESCROW CONDITIONS
3.1 Mechanics of Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur upon the satisfaction or waiver of the conditions set forth in this Agreement and the release of the Purchase Price and the share transfer documentation by the Escrow Agent in accordance with the Escrow Agreement, and shall occur on or before July 17, 2026, unless extended by the written consent of the Parties. This Agreement and the closing documents are delivered into escrow and shall become effective upon their release by the Escrow Agent at the Closing.
3.2 Escrow Release; Paragon Condition. The Escrow Agent shall release the Purchase Price to the Seller and the share transfer documentation to the Buyer in accordance with the Escrow Agreement. As a condition to the Closing and to the delivery by the Parties of any joint release instruction to the Escrow Agent, the Paragon Assignment (as defined in Section 7.2) shall have been fully executed by the Company, acting through its officers and directors in office immediately prior to the Closing, and delivered so as to be effective simultaneously with the release of the escrow. Neither Party shall deliver a release instruction to the Escrow Agent until the Paragon Assignment has been so executed and delivered, so that the transfer of the Paragon Assets to the Seller occurs simultaneously with, and as an integral and inseparable part of, the Closing.
3.3 Management and Board Transition. Buyer and Seller agree that, upon the Closing and the successful legal transfer of the Target Shares to the Buyer, the existing members of the board of directors and officers of the Company shall resign and the Buyer’s designated officers and managers shall be seated, in each case effected in compliance with any applicable notice and information-statement requirements under applicable securities laws, including Rule 14f-1 where applicable.
4. CONDITIONS TO CLOSING
4.1 Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the Closing are subject to satisfaction of each of the following conditions, any of which may be waived in writing by Buyer:
(a) Buyer shall be satisfied with the results of its due diligence review of the Company;
(b) there shall have been no material adverse change in the business, operations, assets, liabilities, or financial condition of the Company since the date of this Agreement;
(c) all representations and warranties of Seller shall be true and correct in all material respects as of the Closing Date;
(d) Seller shall have delivered all required share transfer documents in form and substance satisfactory to the Transfer Agent and the Escrow Agent;
(e) the Target Shares shall be free and clear of all liens and encumbrances at Closing; and
(f) board control of the Company shall be transferred to Buyer at Closing.
4.2 Conditions to Seller’s Obligations. The obligations of Seller to consummate the Closing are subject to (a) the Escrow Agent holding the full Purchase Price in accordance with the Escrow Agreement, and (b) the execution and delivery of the Paragon Assignment effecting the transfer of the Paragon Assets to the Seller simultaneously with the Closing.
5. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer that:
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5.1 Authority. Seller has full legal authority to enter into and perform this Agreement.
5.2 Ownership of Shares. Seller is the lawful owner of the Target Shares, free and clear of all liens, pledges, encumbrances, claims, or restrictions of any kind.
5.3 Valid Issuance. The Target Shares have been duly authorized and validly issued, and are fully paid and non-assessable.
5.4 No Conflicts. Execution of this Agreement will not violate any agreement, instrument, order, judgment, or law to which Seller is a party or subject.
5.5 Litigation. To Seller’s knowledge, there is no pending or threatened litigation, claim, or governmental action that would materially affect the ability of Seller to complete this transaction, and there are no judgments, liens, or encumbrances outstanding against the Target Shares.
5.6 Transfer of Target Shares. The Target Shares are owned by Seller free of any preemptive rights, voting agreements, or restrictions of any kind that would restrict or impair the transfer of the Target Shares to Buyer or Buyer’s exercise of control following the Closing.
6.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that:
6.1 Authority. Buyer has full legal capacity and authority to enter into and perform this Agreement.
6.2 Investment Intent. Buyer is acquiring the Target Shares for investment purposes and not with a view to public distribution in violation of applicable securities laws.
6.3 Financial Ability. Buyer has sufficient funds available to complete the Purchase Price obligations set forth herein and in the Escrow Agreement.
6.4 Acknowledgment of Paragon Spin-Out. Buyer expressly acknowledges that it has been informed, prior to signing this Agreement, that the Paragon Assets are being divested and spun out of the Company to the Seller at Closing, that the Paragon Assets do not form part of the consideration for this transaction, and that the Company will not retain the Paragon Assets following the Closing.
7. SPIN-OUT OF PARAGON ASSETS AT CLOSING
7.1 Spin-Out at Closing. As a condition of, and effective simultaneously with, the Closing, the Company shall divest, assign, transfer, and convey all right, title, and interest in and to the Paragon Assets (including the domain www.paragonrentals.ai, the underlying platform software, code bases, system backend, administrative panels, logos, and all accompanying intellectual property) to the Seller, Alexander M. Woods-Leo, or to a separate entity designated by him, free and clear of all liens, charges, and encumbrances, and at no cost to the Seller. The Parties intend that the Paragon Assets shall not remain assets of the Company following the Closing.
7.2 Paragon Assignment; Escrow Linkage. As a closing deliverable, the Company, acting through its officers and directors in office immediately prior to the Closing, shall execute all assignments, bills of sale, domain registry transfer authorizations, and other instruments necessary to effectuate the complete and clean separation and conveyance of the Paragon Assets to the Seller or to a separate entity designated by him (collectively, the “Paragon Assignment”). The execution and delivery of the Paragon Assignment, effective simultaneously with the release of the escrow under the Escrow Agreement, shall be a condition to the Closing, so that the transfer of the Paragon Assets to the Seller occurs simultaneously with, and as an integral and inseparable part of, the Closing. The Buyer covenants that neither the Buyer nor the Company, nor any successor, reconstituted board, or incoming officer, shall revoke, impair, or interfere with the Paragon Assignment, and shall, upon the Seller’s request, execute and deliver any further instruments reasonably necessary to perfect, record, and give full effect to the transfer of the Paragon Assets to the Seller following the Closing, at no cost to the Seller.
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7.3 No Claim by Buyer; Permitted Action. Buyer hereby waives any and all claims, rights, or interests in or to the Paragon Assets and agrees that the Paragon Assets do not form part of the assets, business, or value of the Company being acquired pursuant to this Agreement. The divestiture of the Paragon Assets described in this Section 7 is hereby acknowledged and approved by Buyer as a permitted action and a condition of the Closing, and shall not constitute a breach of any representation, warranty, or covenant of Seller under this Agreement. Buyer acknowledges that the separation of the Paragon Assets may impact the Company’s subsequent shell or non-shell regulatory status, and waives any claim against Seller arising from or relating to the absence of the Paragon Assets from the Company following the Closing.
8. COMPANY LIABILITIES; PAYMENT OF CORPORATE FEES
8.1 Satisfaction of Corporate Fees and Payables. On or prior to the Closing, Seller shall pay, satisfy, and discharge, at Seller’s sole cost and expense, all outstanding corporate fees, accounts payable, and other liabilities of the Company, including without limitation transfer agent fees, EDGAR and filing-agent fees, registered agent and annual state fees, and other vendor payables, such that the Company shall be delivered to Buyer free and clear of such liabilities as of the Closing.
8.2 Retained Legal Liability. Notwithstanding Section 8.1, the Parties expressly acknowledge and agree that all outstanding legal fees owed by the Company to Brunson Chandler & Jones, PLLC (the “Retained Legal Liability”), including the amounts reflected in the invoice dated June 1, 2026, shall remain a liability of the Company following the Closing and shall not be satisfied by Seller. Buyer acknowledges and accepts that the Retained Legal Liability shall remain a continuing obligation of the Company following the Closing, and this disclosure is made and accepted as a condition of the Closing. The Retained Legal Liability, having been disclosed to and accepted by Buyer, shall not give rise to any indemnification obligation of Seller.
9. INDEMNIFICATION
9.1 Indemnification. Seller shall indemnify and hold harmless Buyer from and against any damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to any breach of any representation, warranty, or covenant of Seller contained in this Agreement. Buyer shall indemnify and hold harmless Seller from and against any damages, losses, or liabilities resulting from any breach of Buyer’s representations, warranties, or covenants under this Agreement. For the avoidance of doubt, the divestiture of the Paragon Assets as described in Section 7 shall not give rise to any indemnification obligation of Seller.
10. CHANGE OF CONTROL
The Parties acknowledge that the acquisition of the Target Shares, including the 300,000 shares of Series A Preferred Stock, may result in a change of control of the Company. Such transaction shall be disclosed by the Company in a Current Report on Form 8-K or equivalent OTC Markets disclosure filed upon consummation of the Closing, in accordance with applicable reporting requirements, together with any information statement required under Rule 14f-1 in connection with any change in the majority of the board of directors.
11. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law principles, with exclusive jurisdiction and venue in the state courts located in Denton County, Texas, consistent with the governing law and forum provisions of the Escrow Agreement. Notwithstanding the foregoing, all matters concerning the internal corporate affairs of the Company, including the authorization, issuance, and transfer of the Target Shares, shall be governed by the laws of the State of Nevada as applicable to the Company as a Nevada corporation.
12. ENTIRE AGREEMENT
This Agreement, together with the Escrow Agreement and the related transaction documents (including the Paragon Assignment), constitutes the entire agreement among the Parties regarding the subject matter herein and supersedes all prior agreements and understandings, written or oral.
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13. COUNTERPARTS AND ELECTRONIC SIGNATURES
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery via DocuSign or other secure electronic means shall be valid and legally binding upon the Parties.
SELLER:
/s/ Alexander M. Woods-Leo
Alexander M. Woods-Leo
Date: July 17, 2026
BUYER:
/s/ Stephen Ken Adair
Stephen Ken Adair
Individually or on behalf of hit designated acquisition entity
Date: July 17, 2026
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Exhibit 10.3
INVECH HOLDINGS, INC.
(A Nevada Corporation)
OTC Markets: IVHI
ACTION BY WRITTEN CONSENT OF THE SOLE DIRECTOR
IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS
Effective Date: August 3, 2026
RECITALS
WHEREAS, Alexander M. Woods-Leo serves as the sole Director, President, Chief Executive Officer, Secretary and Treasurer of Invech Holdings, Inc., a Nevada corporation (the “Company”), and is duly authorized to act by written consent in lieu of a formal board meeting pursuant to NRS 78.315;
WHEREAS, the Company owns a software-as-a-service (“SaaS”) real estate rental property management marketplace platform operated at the domain www.paragonrentals.ai, including the domain name, the associated logo, source code, code base, front end, back end, administrative panel, and all associated intellectual property and development assets (collectively, the “Paragon Assets”);
WHEREAS, the Company acquired the Paragon Assets on or about March 3, 2026 pursuant to an Asset Purchase Agreement, the purchase price for which was evidenced by a convertible promissory note issued by the Company to Andrew Chase Cochran; and pursuant to a Settlement Agreement dated June 1, 2026 between the Company and Mr. Cochran, the purchase price and the related note were reduced to $225,000 and settled in full by conversion into 5,000,000 shares of the Company’s Common Stock, and all other claims relating thereto were released (the “Cochran Settlement”), such that no note or other acquisition indebtedness relating to the Paragon Assets remains outstanding;
WHEREAS, the Company is in the process of transferring majority voting control to a new owner (the “Buyer”) through a stock purchase transaction currently in escrow (the “Control Transfer”), pursuant to which the Buyer is acquiring majority ownership and control of the Company’s corporate entity and is not acquiring, and does not expect to receive, any right, title, or interest in the Paragon Assets;
WHEREAS, Alexander M. Woods-Leo intends to continue the development and operation of the Paragon Assets under a separate entity, Paragon Rentals, Inc. (the “Assignee”); and
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WHEREAS, the Board has determined that the divestiture and assignment of the Paragon Assets to the Assignee at or prior to the closing of the Control Transfer, the obligations to Mr. Cochran arising from the acquisition of the Paragon Assets having been settled and released pursuant to the Cochran Settlement, is in the best interests of the Company and its shareholders and is consistent with the expectations of the transacting parties.
NOW, THEREFORE, BE IT RESOLVED as follows:
RESOLUTIONS
1. Authorization of Assignment of Paragon Assets.
RESOLVED, that the Company is hereby authorized and directed to assign, transfer, and convey to Paragon Rentals, Inc., or its designee, all of the Company’s right, title, and interest in and to the Paragon Assets, including without limitation: (a) the domain name www.paragonrentals.ai and all related domains and subdomains; (b) all source code, object code, code base, front end, back end, and administrative panel comprising the platform; (c) the associated logo, trademarks, trade names, and branding; (d) all database schemas, data models, API specifications, and technical documentation; (e) all trade secrets, proprietary methodologies, and know-how; (f) all accounts, customer data, and contracts associated with the platform; and (g) all derivative works, improvements, and developments of the foregoing (collectively, the “Assigned Assets”);
2. Cochran Obligation.
RESOLVED FURTHER, that the Board acknowledges that the convertible promissory note issued to Andrew Chase Cochran in connection with the acquisition of the Paragon Assets was settled in full and converted into 5,000,000 shares of the Company’s Common Stock pursuant to the Cochran Settlement, that no note or other obligation of the Company to Mr. Cochran in respect of the Paragon Assets remains outstanding, and that the Assigned Assets may accordingly be assigned to the Assignee free and clear of any associated acquisition indebtedness;
3. Execution of Assignment Agreement.
RESOLVED FURTHER, that Alexander M. Woods-Leo, as President and sole Director of the Company, is hereby authorized and directed to execute, deliver, and perform an Asset Assignment Agreement (the “Assignment Agreement”) on behalf of the Company, assigning the Assigned Assets to the Assignee for nominal consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged;
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4. Recordation and Further Actions.
RESOLVED FURTHER, that Alexander M. Woods-Leo is hereby authorized to execute and file any and all documents necessary to record and effectuate the assignment of the Assigned Assets, including but not limited to the transfer of domain name registrations, repository and administrative access, source code, and related credentials;
5. Exclusion from Control Transfer.
RESOLVED FURTHER, that the Assigned Assets are hereby designated as an excluded asset in connection with the pending Control Transfer, and any stock purchase agreement, schedule of assets, or closing document related to the Control Transfer shall reflect that the Assigned Assets do not form part of the assets of the Company as of the effective date of closing;
6. Ratification.
RESOLVED FURTHER, that all prior actions taken by Alexander M. Woods-Leo in connection with the Paragon Assets and the preparation of the Assigned Assets for transfer to the Assignee are hereby ratified, confirmed, and approved in all respects;
7. General Authority.
RESOLVED FURTHER, that Alexander M. Woods-Leo is hereby authorized to take any and all further actions, execute any and all further documents, and do any and all things necessary, advisable, or appropriate to carry out the purposes and intent of these Resolutions.
8. Effectiveness; Escrow.
RESOLVED FURTHER, that this Consent and the Asset Assignment Agreement authorized hereby are delivered into escrow in connection with the Control Transfer and shall become effective upon their release from escrow at the closing thereof, at which time the assignment of the Assigned Assets shall be effective simultaneously with such closing.
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This Action by Written Consent is executed effective as of the date first written above.
INVECH HOLDINGS, INC.
A Nevada Corporation
/s/ Alexander M. Woods-Leo
Alexander M. Woods-Leo, Sole Director & President
Date: August 3, 2026
* * * END OF RESOLUTION * * *
State of____________________
County of___________________
The foregoing instrument was acknowledged before me this ______ day of _________, 2026, by Alexander M. Woods-Leo, as Sole Director and President of Invech Holdings, Inc.
_______________________
Notary Public
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Exhibit 10.4
ASSET ASSIGNMENT AGREEMENT
This Asset Assignment Agreement (this “Assignment”) is made and entered into as of August 3, 2026, by and between Invech Holdings, Inc., a Nevada corporation (the “Assignor” or the “Company”), and Paragon Rentals, Inc. (the “Assignee”). The Assignor and the Assignee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Company owns a software-as-a-service real estate rental property management marketplace platform operated at the domain www.paragonrentals.ai, including the domain name, associated logo, source code, code base, front end, back end, administrative panel, and all associated intellectual property and development assets (collectively, the “Assigned Assets”);
WHEREAS, by Action by Written Consent of the Sole Director dated August 3, 2026, the Board of Directors of the Company authorized the assignment of the Assigned Assets to the Assignee and the execution and delivery of this Assignment;
WHEREAS, the convertible promissory note issued by the Company to Andrew Chase Cochran in connection with the acquisition of the Assigned Assets was settled in full and converted into 5,000,000 shares of the Company’s Common Stock pursuant to a Settlement Agreement dated June 1, 2026, such that no note or other acquisition indebtedness relating to the Assigned Assets remains outstanding;
WHEREAS, the Company is undergoing a change of control (the “Control Transfer”), and the Assigned Assets have been designated as an excluded asset that does not form part of the assets of the Company as of the closing of the Control Transfer; and
WHEREAS, this Assignment is being executed and delivered into escrow with the Escrow Agent and shall become effective upon its release at the closing of the Control Transfer.
NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Assignment of Assets. The Assignor hereby assigns, transfers, conveys, and delivers to the Assignee, and the Assignee hereby accepts, all of the Assignor’s right, title, and interest in and to the Assigned Assets, free and clear of all liens, charges, encumbrances, and adverse claims of any kind, including without limitation: (a) the domain name www.paragonrentals.ai and all related domains and subdomains; (b) all source code, object code, code base, front end, back end, and administrative panel comprising the platform; (c) the associated logo, trademarks, trade names, and branding; (d) all database schemas, data models, API specifications, and technical documentation; (e) all trade secrets, proprietary methodologies, and know-how; (f) all accounts, customer data, and contracts associated with the platform; and (g) all derivative works, improvements, and developments of the foregoing.
2. Consideration. The assignment of the Assigned Assets is made in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
3. No Associated Indebtedness. The Assigned Assets are assigned free of any associated acquisition indebtedness, the convertible promissory note previously issued to Andrew Chase Cochran having been settled in full and converted into equity as described in the recitals above.
4. Effectiveness; Delivery into Escrow. This Assignment is executed and delivered into escrow with the Escrow Agent pursuant to the Escrow Agreement and shall not become effective or operative until released by the Escrow Agent at the closing of the Control Transfer, at which time it shall become effective simultaneously with, and as an integral and inseparable part of, such closing.
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5. Further Assurances. The Assignor shall execute and deliver such further instruments and take such further actions as the Assignee may reasonably request to perfect, record, and give full effect to the assignment of the Assigned Assets, including without limitation the transfer of domain name registrations, repository and administrative access, source code, and related credentials, at no cost to the Assignee.
6. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflicts of law principles.
7. Counterparts; Electronic Signatures. This Assignment may be executed in counterparts, including by DocuSign or other secure electronic means, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Assignment to be effective as provided in Section 4.
ASSIGNOR:
INVECH HOLDINGS, INC.
By: /s/ Alexander M. Woods-Leo
Name: Alexander M. Woods-Leo
Title: Chief Executive Officer
ASSIGNEE:
PARAGON RENTALS, INC.
By: /s/ Alexander M. Woods-Leo
Name: Alexander M. Woods-Leo
Title: President
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