Inno Holdings sells 1,332,000 shares at $0.55

Inno Holdings Inc. entered into a securities purchase agreement with four investors for a registered direct offering of 1,332,000 shares of common stock at $0.55 per share.

Rhea-AI Filing Summary

Inno Holdings Inc. entered into a securities purchase agreement with four investors for a registered direct offering of 1,332,000 shares of common stock at $0.55 per share. The transaction was conducted under an effective Form S-3 shelf registration and related prospectus supplement.

The offering closed on January 21, 2026, generating $732,600 in gross proceeds, which the company plans to use for general corporate purposes, including working capital. After issuing the new shares, Inno Holdings has 8,413,224 shares of common stock outstanding, up from 7,081,224 shares before the transaction.

Positive

• None.

Negative

• Meaningful equity dilution: Shares outstanding rose from 7,081,224 to 8,413,224 following the offering, reducing existing shareholders’ percentage ownership.

Insights

Equity capital markets analyst

Inno raises $732,600 via a small but dilutive direct stock sale.

Inno Holdings completed a registered direct offering of 1,332,000 common shares at $0.55 per share, producing gross proceeds of $732,600. This is a primary issuance under an effective shelf registration, so the cash goes to the company rather than selling stockholders. The stated use is broad—general corporate purposes and working capital—without tying the funds to a specific project.

The issuance increases total shares outstanding to 8,413,224 from 7,081,224, meaning existing holders now share future earnings and cash flows across a larger share base. That dilution effect is notable relative to the prior share count. The pricing at $0.55 per share also anchors market perception of the company’s near-term equity cost. Future filings detailing how the additional capital affects liquidity and operations will help clarify its longer-term significance.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Inno Holdings Inc. (INHD) announce in this 8-K?

Inno Holdings Inc. disclosed that it entered into securities purchase agreements with four investors for a registered direct offering of 1,332,000 common shares at $0.55 per share, which has already closed.

How much capital did Inno Holdings (INHD) raise in the direct offering?

The company raised $732,600 in gross proceeds from the sale of 1,332,000 common shares at $0.55 per share in the registered direct offering.

How does this stock offering affect Inno Holdings’ (INHD) share count?

After the transaction, Inno Holdings has 8,413,224 common shares outstanding, compared with 7,081,224 shares outstanding immediately before the offering.

What will Inno Holdings (INHD) use the offering proceeds for?

Inno Holdings intends to use the $732,600 in gross proceeds for general corporate purposes, including working capital.

Under which registration did Inno Holdings (INHD) sell these shares?

The offering was conducted as a registered direct offering under the company’s effective Form S-3 shelf registration statement (File No. 333-284054) and a related prospectus supplement dated January 20, 2026.

Who purchased the new Inno Holdings (INHD) shares in this transaction?

The 1,332,000 newly issued common shares were sold to four investors pursuant to securities purchase agreements dated January 16, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/23/2026 - 04:30 PM EST Learn about SEC filing dates

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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): January 16, 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)		(IRS Employer ID No.)

RM1, 5/F, No. 43 Hung To Road Kwun Tong, Kowloon, Hong Kong		999077
(Address of principal executive offices)		(Zip Code)

+852-54795450

(Registrant’s telephone number, including area code)

(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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, no par value		INHD		The Nasdaq Stock Market LLC

Item 1.01 Entry into a Material Definitive Agreement.

On January 16, 2026, Inno Holdings Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with each of four (4) investors, pursuant to which the Company agreed to offer, in a registered direct offering, 1,332,000 shares of its common stock, at a purchase price of $0.55 per share.

The offering was made pursuant to the Registration Statement on Form S-3 (File No. 333-284054), which was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on January 10, 2025, including the Prospectus contained therein and a prospectus supplement dated January 20, 2026 filed with the SEC on the same date.

The closing of the offering occurred on January 21, 2026, in accordance with the terms and conditions set forth in the Securities Purchase Agreement with each investor. Upon closing of the offering, the Company received $732,600 in gross proceeds for the issuance of 1,332,000 shares of the Company’s common stock in aggregate to the four (4) investors. The Company intends to use the proceeds from the offering for general corporate purposes, including working capital.

Pursuant to the Securities Purchase Agreement with each Investor, the closing of the offering with each investor will occur on a trading day on which all of the transaction documents have been executed and delivered by the applicable parties, and all conditions precedent to each investor’s obligation to pay the investment amount and the Company’s obligation to deliver the shares have been satisfied or waived, but in no event later than fifteen (15) trading days following the effective date of the Securities Purchase Agreement, unless the parties otherwise mutually agree.

The Securities Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions.

The foregoing summaries of the Securities Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the copies of such document which is filed as Exhibit 10.1 to this report and are incorporated by reference herein.

After closing of the offering and the completion of share issuance, the Company will have a total of 8,413,224 shares of common stock issued and outstanding, including 7,081,224 shares issued and outstanding immediately prior to the offering and 1,332,000 shares from this offering.

Kirton McConkie, Texas legal counsel to the Company, delivered opinions as to the legality of the issuance and sale of the shares, copies of which are filed as Exhibit 5.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Kirton McConkie
10.1		Form of Securities Purchase Agreement, dated January 16, 2026, by and between Inno Holdings Inc. and certain investors
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INNO HOLDINGS Inc.
Date: January 23, 2026	By:	/s/ Ding Wei
	Name:	Ding Wei
	Title:	Chief Executive Officer

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