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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): June 8, 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
RM1,
5/F, No. 43 Hung To Road
Kwun
Tong, Kowloon, Hong Kong
(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
June 8, 2026, Inno Holdings Inc., a Texas holding corporation (the “Company”), entered into a Development Services
Agreement (the “Agreement”) with a Hong Kong based AI service provider (the “Service Provider”)
that will develop an AI-powered used mobile phone sales and customer acquisition AI agent system on behalf of the Company.
The
aggregate contract value under the Agreement is $3.0 million, payable by the Company to the Service Provider in five milestone-based
installments tied to the service completion and acceptance of specified development phases. The Agreement provides that all intellectual
property rights in the software, source code, documentation and other work product developed under the project will be exclusively owned
by the Company, and restricts the Service Provider from using or disclosing such work product without the Company’s consent. The
Agreement also contains customary confidentiality provisions. The service term under the Agreement remains in effect through May 31,
2027, unless earlier terminated, and may be unilaterally terminated by the Company upon ten (10) days’ prior written notice or
by either party upon the occurrence of certain specified events.
A
copy of the Agreement is attached hereto as Exhibit 10.1.
Item 7.01.
Regulation FD Disclosure.
On
June 8, 2026, the Company issued a press release (the “Press Release”) entitled “Inno Holdings
Inc. Enters into Development Services Agreement to Build AI-Powered Used Mobile Phone Sales Agent”, announcing the execution
of the Agreement.
A copy of the Press Release is attached hereto as Exhibit 99.1.
The information contained in Item 7.01 of this current report on Form 8-K
(this “Current Report”) and the information in the Press Release attached in Exhibit 99.1 hereto are being furnished
and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing of the
Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1* |
|
Development
Services Agreement, dated June 8, 2026 |
| 99.1 |
|
Press
release, dated June 8, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document) |
*
The Company has redacted provisions or terms of this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K. While portions of the
exhibit have been redacted, this exhibit includes a prominent statement on the first page of the exhibit that certain identified information
has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential.
The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.
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:
June 10, 2026
Exhibit
99.1
Inno
Holdings Inc. Enters into Development Services Agreement
to
Build AI-Powered Used Mobile Phone Sales Agent
Hong
Kong, China, June 8, 2026 (GLOBE NEWSWIRE) — INNO HOLDINGS INC. (NASDAQ: INHD) (“INNO” or the “Company”)
today announced the execution of a Development Services Agreement (the “Agreement”) with a Hong Kong based AI service provider
(the “Service Provider”). Under the Agreement, the Service Provider will develop an AI-powered used mobile phone sales agent
system (the “Sales AI Agent Project”) on behalf of the Company, with a total contracted service value of USD 3,000,000.
Pursuant
to the Agreement, the Service Provider will deliver end-to-end technical development services including, but not limited to, the architecture
design and implementation of an intelligent sales conversion system, an automated customer acquisition module, AI-driven product recommendation
engines, and integrated data analytics capabilities. The Sales AI Agent Project is designed to automate and optimize core sales workflows
within the Company’s used mobile phone trading business, enhancing lead generation efficiency and improving customer conversion
rates at scale.
“The
used mobile phone market is at a pivotal turning point where AI-driven automation can create decisive competitive advantages,”
said CEO Mr. Ding Wei. “By partnering with specialized technology developers, we are accelerating our ability to deploy intelligent
sales agents that engage customers proactively, increase inventory pricing accuracy, and close transactions faster. We believe this Agreement
represents a meaningful step toward digitizing and scaling our operations in this high-growth segment.”
The
Sales AI Agent Project is currently in its early development stage and has not yet been deployed in the Company’s commercial operations.
The Agreement reflects the Company’s decision to invest in the development of the Sales AI Agent. However, the timing, scope, and
ultimate impact of the project remain subject to continued development, testing, and evaluation. There can be no assurance as to the
timeline or successful implementation of the AI Agent system, and actual results may differ materially from the Company’s current
expectations.
About
Inno Holdings Inc.
INNO
is a trade-focused electronic products trading company and a holding company incorporated in the State of Texas. The Company has operations
primarily in Hong Kong and is continuing to grow its sales and distribution network in the electronic products trading industry. The
Company endeavors to create greater commercial value for its business partners and therefore enhance its own enterprise value and shareholders’
value of their stake in the Company. The Company has a professional brand and marketing management system, which can quickly help partnering
enterprises achieve the connection, management, and operation of marketing channels domestically and globally.
Forward-Looking
Statements
The
foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not
relate solely to historical or current facts, including without limitation statements regarding the Company’s product development
and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,”
“project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,”
“should,” “continue,” “hope,” “design,” “aim” or the negative versions of
those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking
statements are based on information currently available to the Company and its current plans or expectations and are subject to a number
of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize,
or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected,
intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable,
the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security
laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to
actual results.
For
more information, please contact:
contact@innoholdings.com
