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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
Date
of Report (Date of earliest event reported): March
2, 2026
INNO
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
| Texas |
|
001-41882 |
|
87-4294543 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S. Employer
Identification No.)
|
RM1,
5/F, No. 43 Hung To Road
Kwun
Tong, Kowloon, Hong Kong |
|
999077 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +852-54795450
(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 |
| Common
Stock, no par value |
|
INHD |
|
The
Nasdaq Stock Market LLC |
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 5.07 Submission
of Matters to a Vote of Security Holders.
On March 2, 2026, Inno
Holdings Inc. (the “Company”) held its virtual 2026 Annual Stockholders Meeting (the “Meeting”).
As of the close of business on February 5, 2026,
the record date for the determination of stockholders entitled to vote at the Meeting, there were 8,413,224 shares of the Company’s
common stock, no par value per share, issued and outstanding, with each share entitled to one vote on each proposal at the Meeting. At
the Meeting, the combined holders of 4,660,788 shares of the voting stock entitled to notice of and to vote at the Meeting were represented
in person or by proxy, representing approximately 55.40% of the outstanding voting shares, and thereby a quorum pursuant to the Texas
Business Organizations Code and the amended and restated bylaws of the Company was present for the transaction of business at the Meeting.
The final results for
each of the matters considered at the Meeting were as follows:
| 1. |
Election of the five nominees to the Board of Directors of the Company. |
| Name | |
Votes For | | |
Withheld | |
| Ding Wei | |
| 4,545,782 | | |
| 115,007 | |
| Mengshu Shao | |
| 4,545,846 | | |
| 114,943 | |
| Yufang Qu | |
| 4,544,068 | | |
| 116,721 | |
| Tao Tu | |
| 4,543,717 | | |
| 117,072 | |
| Yongbo Mo | |
| 4,543,402 | | |
| 117,387 | |
Each director nominee
was duly elected to serve as a director until the Company’s 2027 annual meeting of stockholders, or until such person’s successor
is duly elected and qualified, or until such person’s earlier resignation, death or removal. Due to the fact that directors are
elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were
not applicable.
| 2. |
Ratification of the selection by the Board of Directors of the Company of JWF Assurance PAC as its independent auditor for the fiscal year ending September 30, 2026. |
| Votes For | |
Votes Against | |
Abstentions |
| 4,540,787 | |
50,651 | |
69,349 |
The affirmative vote
of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was
approved.
| 3. |
To approve amending the Company’s Certificate of Formation to increase the Company’s authorized share capital to 1,000,000,000 shares of common stock, with no par value. |
| Votes For | |
Votes Against | |
Abstentions |
| 4,476,419 | |
178,586 | |
5,781 |
The affirmative vote
of the holders of a majority of the outstanding shares of Common Stock entitled to vote on the proposal was required for approval. The
proposal was approved.
| 4. |
To approve granting the board of directors (the “Board”) of the Company the full authority and sole discretion to cause the Company’s Certificate of Formation to be amended to effectuate one or more reverse stock split(s) of the outstanding shares of common stock within two (2) years from the date of the Meeting at the reverse stock split ratio and effective time as the Board may determine in its sole discretion; provided always that the accumulated reverse stock split ratios for all such reverse stock splits shall not be less than 1-for-2 nor greater than 1-for-4000, subject to rounding and fractional share treatment. |
| Votes For | |
Votes Against | |
Abstentions |
| 4,481,647 | |
172,918 | |
6,221 |
The affirmative vote
of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was
approved.
| 5. |
To approve the Company’s 2026 Omnibus Incentive Plan. |
| Votes For | |
Votes Against | |
Abstentions |
| 4,486,587 | |
166,621 | |
7,579 |
The affirmative vote
of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was
approved.
| 6. |
To approve adjourning the Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of the any of Proposals 1 through 5 at the time of the Meeting. |
| Votes For | |
Votes Against | |
Abstentions |
| 4,503,673 | |
153,406 | |
3,706 |
The affirmative vote
of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was
approved.
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.
| |
INNO
HOLDINGS Inc. |
| |
|
|
| |
By: |
/s/
Ding Wei |
| |
Name: |
Ding
Wei |
| |
Title: |
Chief
Executive Officer |
Date: March 3, 2026