Inno Holdings files 8-K for $6 M SEPA, eyes flexible funding

Rhea-AI Filing Summary

Inno Holdings Inc. (Nasdaq: INHD) filed an 8-K announcing a Standby Equity Purchase Agreement (SEPA) signed on 4 July 2025. The agreement allows the company to issue and sell up to $6 million of common stock to a group of unnamed investors on an as-needed basis. Each drawdown (an “Advance”) must be at least $500,000; the per-share purchase price equals 40 % of the “Minimum Price,” with board discretion to tighten the range to 20-40 %. An investor’s ownership is capped at 9.99 % of outstanding shares unless waived in writing. The SEPA terminates automatically after the earlier of (i) three years or (ii) full use of the $6 million commitment, and may be cancelled by the company with five trading days’ notice provided no pending Advances.

Proceeds are earmarked for working capital and general corporate purposes. No Advance Notices have been issued yet. Key mechanics include assignment provisions (company may assign to affiliates; investors need company consent) and automatic amendment of investor allocations via joinder agreements. Exhibit 10.1 contains the full SEPA; Exhibit 104 provides the Inline XBRL cover page.

• Form type: 8-K, Item 1.01 / 3.02 disclosure
• Commitment size: $6 million
• Discount: 60-80 % to market, depending on “Minimum Price” definition
• Minimum draw: $500,000 per Advance
• Term: up to 3 years, early termination allowed

Positive

• Secures access to up to $6 million in equity financing, enhancing liquidity.
• Flexible drawdown structure allows management to time capital raises at its discretion within three-year term.
• No financial covenants or use-of-proceeds restrictions, preserving operational flexibility.
• Company retains termination right with five-trading-day notice if better financing emerges.

Negative

• Deep pricing discount (60-80 %) creates potential for significant shareholder dilution.
• Minimum $500k Advance size could introduce large share blocks to market in single transactions.
• Potential downward pressure on stock price once Advance Notices are issued.
• Agreement signals limited access to cheaper capital sources, possibly reflecting higher perceived risk.

Insights

Financial Analyst

TL;DR: SEPA secures liquidity but at steep discount, balancing cash runway against dilution risk; overall impact mixed.

The SEPA provides INHD with a flexible capital backstop of up to $6 million—useful for a small-cap issuer that may have limited access to traditional credit. Because the price can be set as low as 20-40 % of the reference price, any draw is effectively highly dilutive and could pressure the share price. The 9.99 % cap mitigates single-holder control but does not limit aggregate dilution. Timing control rests with management, giving optionality to avoid issuing at extreme lows, yet the large minimum Advance ($500k) may force sizeable blocks into the market. With no Advances issued, near-term dilution is theoretical; nevertheless, investors should model worst-case scenarios when assessing valuation. Overall, the event is liquidity-positive but valuation-negative, yielding a neutral net effect.

Corporate Finance Specialist

TL;DR: Agreement offers cost-effective fundraising versus traditional ATM, but deep discount signals limited financing leverage.

Compared with at-the-market (ATM) programs priced near market, this SEPA’s discount suggests the company lacked bargaining power. The mandatory $500k tranche size indicates investors expect meaningful allocations, potentially accelerating dilution if working-capital needs spike. Termination rights give INHD leverage to cancel if alternate funding becomes available. Assignment flexibility widens potential investor base, but execution risk remains—the lower the stock price, the larger the share count needed to reach $6 million. The filing contains no covenants restricting use of proceeds, preserving operational flexibility. Investors should monitor future 8-Ks for Advance Notices to gauge actual dilution cadence.

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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): July 4, 2025

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: (800) 909-8800

N/A

(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 1.01. Entry into a Material Definitive Agreement.

On July 4, 2025, Inno Holdings Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the “Agreement”) with certain investors (each, an “Investor” and collectively, the “Investors”) effective as of July 4, 2025. Capitalized terms used herein but not otherwise defined have the meaning ascribed to them in the Agreement, a copy of which is filed as Exhibit 10.1 to this report.

Pursuant to the Agreement, the Company has the right to issue and sell to the Investors, from time to time, up to $6 million worth of shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), subject to the terms and conditions specified in the Agreement.

Under the Agreement, the Company may, at its discretion, issue and sell Shares (“Advance”) to the Investors in accordance with their allocated commitment (“Investor Allocation”) by delivering written notice (“Advance Notice”). The purchase price per share is equal to 40% of the Minimum Price, subject to adjustment by the Company to an amount between 20% and 40% of the Minimum Price. Each Advance will be for at least $500,000.

An advance to any Investor may not exceed the greater of 9.99% of the outstanding shares of Common Stock held by such Investor, unless otherwise agreed in writing. Any portion of an Advance that would exceed this limitation for any Investor will automatically be withdrawn with no further action required by the Company, and such Advance Notice will be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion for that Investor. In such cases, the Investor will promptly notify the Company of the adjustment.

The Agreement will automatically terminate on the earlier of (i) three years from the Effective Date and (ii) the date on which the Investors have made payment of Advances equal to their respective portion of the Commitment Amount. The Company has the right to terminate the Agreement without liability or penalty by providing five trading days’ prior written notice to the Investors, provided that there are no outstanding Advance Notices requiring the issuance of Shares.

The Agreement and the parties’ rights and obligations thereunder may not be assigned to any other Person, except as follows: (i) the Company may assign the Agreement, or any of its rights or obligations thereunder, to any of its Affiliates, successors, or in connection with a merger, consolidation, sale of all or substantially all of its assets, or other similar corporate transaction without the prior written consent of the Investors, and (ii) an Investor may assign its rights or obligations under the Agreement to any other Person, subject to the prior written consent of the Company, provided that such Person executes and delivers a joinder agreement (“Joinder Agreement”) agreeing to be bound by the terms and conditions of the Agreement.

Amendments or waivers to the Agreement must be made in writing and signed by the parties thereto. However, if additional investors are admitted through a Joinder Agreement, Investor Allocation will be automatically amended and incorporated into the Agreement without the need for further action by the parties to reflect the addition of the additional investor’s name and the portion allocated to such investor, and such investor will be bound by all terms and conditions set forth in the Agreement.

The net proceeds received by the Company under the Agreement will depend on the frequency and prices at which the Company sells Shares to the Investors. The Company expects that any proceeds received from such sales to the Investors will be used for working capital and general corporate purposes.

As of the date of this Current Report on Form 8-K (this “Form 8-K”), the Company has not issued any Advance Notices.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Form 8-K about the Agreement is hereby incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed with this report:

Exhibit Number		Description of Document
10.1		Standby Equity Purchase Agreement dated July 4, 2025, between Inno Holdings Inc. and the Investors.
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.

	INNO HOLDINGS INC.
	By:	/s/ Ding Wei
	Name:	Ding Wei
	Title:	CEO

Date: July 8, 2025

FAQ

How much capital can Inno Holdings (INHD) raise under the SEPA?

The company may sell up to $6 million of common stock to the investors over the agreement term.

What is the pricing formula for shares sold under the SEPA?

Each share is priced at 40 % of the Minimum Price, adjustable by the company to any level between 20 % and 40 %.

How long does the Standby Equity Purchase Agreement remain in effect?

It terminates on the earlier of three years from 4 July 2025 or once the full $6 million commitment is utilized.

What is the minimum size of each Advance notice?

Each Advance must be at least $500,000.

Does the SEPA impose ownership limits on investors?

Yes, any single investor cannot exceed 9.99 % of INHD’s outstanding shares unless the limit is waived in writing.

What will Inno Holdings use the SEPA proceeds for?

The filing states proceeds will go toward working capital and general corporate purposes.