false
0001961847
0001961847
2026-05-15
2026-05-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 15, 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
May 15, 2026, Inno Holdings Inc. (the “Company”) entered into a sales agreement (the “Sales Agreement”)
with Aegis Capital Corp. (the “Sales Agent”), in connection with an “at the market” offering program.
Pursuant to the Sales Agreement, the Company may offer and sell, from time to time, to or through the Sales Agent, shares
of the Company’s common stock, with no par value, having an aggregate offering price of up to $60.0 million (the “Shares”).
The Company is not obligated to sell any Shares under the Sales Agreement.
Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts, consistent with
its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock
Market LLC (“Nasdaq”), to sell Shares from time to time based upon the Company’s notice and instructions, up
to the amount specified therein. Under the Sales Agreement, the Sales Agent may sell Shares by any method permitted by law deemed to be
an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, including sales made directly on
Nasdaq or on any other existing trading market or directly to the Sales Agent as principal in negotiated transactions. The Sales Agent
may also sell Shares by any other method permitted by law, including in privately negotiated transactions, with the Company’s consent.
In accordance with the Sales Agreement, the Company will pay the Sales Agent
in cash, upon each sale of Shares pursuant to the Sales Agreement, an amount equal to three percent (3.0%) of the gross proceeds from
each sale of Shares. The Sales Agreement may be terminated by the Company and the Sales Agent at any time upon notice to the other party.
If not terminated earlier, the Sales Agreement will automatically terminate upon the earlier to occur of (i) December 31, 2026, or (ii)
the issuance and sale of all of the Shares under the Sales Agreement.
The
“at the market” offering is being made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-284054),
which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 26, 2024 and declared effective
by the SEC on January 10, 2025, the base prospectus contained therein, and the prospectus supplement dated May 15, 2026 filed with the
SEC on May 19, 2026.
The
foregoing summaries of the Sales Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the
full text of the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
Kirton
McConkie, PC, Texas legal counsel to the Company, delivered its opinion 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
7.01 Regulation FD Disclosure
On
May 19, 2026, the Company issued a press release announcing entry into the Sales Agreement, pursuant to which the Company may
offer and sell, from time to time, to or through the Sales Agent, Shares having an aggregate offering price of up to $60.0 million.
A copy of the press release is attached as Exhibit 99.1 to this report.
The information
in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section
and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item
8.01 Other Events
As
previously reported in the Current Report on Form 8-K filed by the Company with the SEC on November 13, 2025, the Company entered
into that certain sales agreement, dated as of November 12, 2025 (the “Prior Sales Agreement”), with the Sales Agent,
in connection with the Company’s prior “at the market” offering program.
As of the date hereof, offerings conducted pursuant to the Prior Sales Agreement
have been completed, and the Prior Sales Agreement terminated in accordance with its terms. The Sales Agreement described in Item 1.01
of this Current Report on Form 8-K relates to a separate “at the market” offering program.
This Current Report on Form 8-K shall not constitute an offer to sell or
the solicitation of an offer to buy any Shares under the Sales Agreement nor shall there be any sale of such Shares in any state in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 1.1* |
|
Sales Agreement, dated May 15, 2026, by and between Inno Holdings Inc. and Aegis Capital Corp. |
| 5.1 |
|
Opinion of Kirton McConkie, PC |
| 23.1 |
|
Consent of Kirton McConkie, PC (included in Exhibit 5.1) |
| 99.1 |
|
Press Release, dated May 19, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Portions of this exhibit with certain identified and confidential information have been omitted and redacted pursuant to Item 601(b)(10)(iv)
of Regulation S-K.
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:
May 20, 2026 |
By: |
/s/
Ding Wei |
| |
Name: |
Ding
Wei |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Inno
Holdings Inc. Announces $60.0 Million “At-the-Market” Equity Offering Program
HONG
KONG, MAY 19, 2026 (GLOBE NEWSWIRE) — Inno Holdings Inc. (NASDAQ: INHD) (the “Company”), a holding company incorporated
in the State of Texas and a trade-focused electronic products trading company with operations primarily in Hong Kong through its Hong
Kong subsidiaries, today announced that it has entered into an At-the-Market (“ATM”) equity offering sales agreement (the
“Agreement”) dated May 15, 2026, under which the Company may, from time to time, offer and sell shares of its Common Stock
(the “Shares”) having an aggregate value of up to $60.0 million, through its sales agent, Aegis Capital Corp. (the “Agent”).
The Company’s ATM Sales Agreement for $50.0 million, which was entered into in November 2025, has terminated.
Sales
of Shares, if any, will be made at or related to then-prevailing market prices and, as a result, prices may vary. The volume and timing
of sales under the ATM program will be determined at the Company’s discretion. The Company expects to use any proceeds from the
ATM program for general working capital and corporate purposes.
Aegis
Capital Corp. is serving as exclusive sales agent for the ATM program. McCarter & English, LLP is acting as U.S. counsel to the Company.
Kirton & McConkie P.C. is acting as Texas special counsel to the Company. Kaufman & Canoles, P.C. is acting as U.S. counsel to
Aegis Capital Corp.
Under
the Agreement, the Agent may sell the Shares by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated
under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market, the existing trading
market for the Shares, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at
market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted
by law, including in privately negotiated transactions.
The
Shares will be offered under the Company’s existing effective shelf registration statement on Form S-3 (No. 333-284054) filed with
the Securities and Exchange Commission (“SEC”). A prospectus supplement related to the offering has been filed with the SEC.
Any offer, solicitation or sale will be made only by means of the prospectus supplement and the accompanying prospectus. Current and
potential investors should read the prospectus in the registration statement, and the prospectus supplement relating to the ATM program
and other documents the Company has filed with the SEC for more complete information about the Company and the ATM program.
A
copy of the prospectus supplement and accompanying prospectus relating to these securities may be obtained by contacting Aegis Capital
Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com,
or by telephone at +1 (212) 813-1010.
Interested
parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company
has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide
more information about the Company and such offering.
This
press release does not constitute an offer to sell or a solicitation of an offer to buy, nor may there be any sale of the Company’s
shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities law of any state or jurisdiction.
About
Inno Holdings Inc.
INNO
is a holding company incorporated in the State of Texas and a trade-focused electronic products trading company with operations through
its Hong Kong operating subsidiaries. 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” 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