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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): August 25, 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.) |
Room
805S, 8/F, Block 1, 33 Canton Road,
Tsim
Sha Tsui, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Departure
of Mengshu Shao as Director and Chief Financial Officer
Effective
as of August 25, 2026, Ms. Mengshu Shao resigned from her position as the Director and Chief Financial Officer of Inno Holdings Inc.
(the “Company”). Ms. Shao’s resignation was not a result of any disagreements with the Company on any
matter relating to its operations, policies or practices. The Board of Directors of the Company (the “Board”)
wishes to thank Ms. Shao for her service to the Company during her tenure as a Director on the Board and as the Company’s
Chief Financial Officer.
Appointment
of Junsheng Chen as Director
The
Company has proposed, and the Board approved as of August 25, 2026, the appointment of Mr. Junsheng (“Johnny”) Chen to serve
as a Director of the Company to fulfill the vacancy on the Board following Ms. Shao’s departure. Mr. Chen currently serves as Vice
President of ApexVest Holdings Limited (a wholly owned subsidiary of the Company, or “ApexVest”). In accordance with
the Company’s currently effective amended and restated bylaws, Mr. Chen will serve as a member of the Board until the next annual
meeting of stockholders of the Company and until his successor is duly elected and qualified, or until his earlier resignation or removal.
The Company has offered Mr. Chen a one-time bonus of $10,000 in connection with his appointment to the Board.
Mr.
Chen, age 48, has served as the Vice President of ApexVest since June 2026, where he is responsible for corporate management and
operations for the electronic devices trading business. Prior to his current position, Mr. Chen served as Deputy General Manager of Shenzhen
Shenhua Century Technology Co., Ltd. from October 2020 to May 2026, and as Engineering Department Manager of Guangdong Meichen
Communication Co., Ltd. from July 2015 to September 2020. Mr. Chen received a Bachelor of Engineering degree in Electrical Engineering and Automation from Guangdong
University of Technology in 2003.
There
are no family relationships between Mr. Chen and any Director or executive officer of the Company. In addition, there are no arrangements
or understandings between Mr. Chen and any other persons pursuant to which he was elected to the Board, and there are no related party
transactions between the Company and Mr. Chen disclosable under Item 404 of Regulation S-K of the Securities Act of 1933.
Appointment
of Mei Wang as Interim Chief Financial Officer
Following
Ms. Shao’s resignation as the Company’s Chief Financial Officer, the Board approved, as of August 25, 2026, the appointment
of Ms. Mei (“Lily”) Wang, the Company’s current Accounting Manager, to serve as the interim Chief Financial Officer
of the Company. Ms. Wang will serve as the Company’s principal financial officer and principal accounting officer on an interim
basis until a permanent Chief Financial Officer is appointed or until her earlier resignation or removal.
Ms.
Wang, age 48, has served as Accounting Manager of Lear Group Limited, a subsidiary of the Company, since March 2026, where she is responsible
for accounting process management and financial reporting. Ms. Wang has more than 20 years of experience in accounting and financial
reporting. Prior to her current position, Ms. Wang served as Accounting Manager of Jumboo Advisory (Shenzhen) Co., Ltd. from November
2024 to February 2026, and as Accounting Manager of Nissho Development (Shenzhen) Technology Co., Ltd. from September 2021 to October
2024, where she oversaw the overall accounting operations of each company. Ms. Wang received an Associate Degree in Accounting from Shenzhen
University in 2009.
There
are no family relationships between Ms. Wang and any Director or executive officer of the Company. In addition, there are no arrangements
or understandings between Ms. Wang and any other persons pursuant to which she was appointed as Interim Chief Financial Officer, and
there are no related party transactions between the Company and Ms. Wang disclosable under Item 404 of Regulation S-K of the Securities
Act of 1933.
Indemnification
Agreements
On
August 26, 2026, the Company entered into indemnification agreements (the “Indemnification Agreements”) with Mr. Chen
and Ms. Wang, respectively. Under the Indemnification Agreements, the Company agrees to indemnify Mr. Chen and Ms. Wang, respectively,
to the fullest extent permitted by Texas law against certain liabilities and expenses incurred in connection with proceedings arising
out of their services as a Director or Interim Chief Financial Officer of the Company. The Indemnification Agreements also provide for
advancement of expenses, subject to certain conditions, and contain customary exceptions and limitations on indemnification. The foregoing
summary of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the form of
Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this current report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the registration statement on Form S-1 (file number: 333-273429) filed on October 20, 2023) |
| 104 |
|
Cover
Page Interactive Data File (embedded with 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: |
Chief
Executive Officer |
|
| |
|
|
| Date: |
August
31, 2026 |
|