Inno Holdings (NASDAQ: INHD) sets $60M ATM stock program

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Inno Holdings Inc. entered a new at-the-market equity sales agreement with Aegis Capital, allowing issuances of up to $60.0 million of common stock under its existing Form S-3 shelf. Aegis will act as sales agent and receive a 3.0% cash commission on gross proceeds from any share sales.

The program runs until the earlier of December 31, 2026 or the full sale of authorized shares and can be terminated at any time by either party. A prior at-the-market program for $50.0 million with Aegis has been completed and terminated. The company expects to use any proceeds for general working capital and corporate purposes.

8-K Event Classification

4 items: 1.01, 7.01, 8.01, 9.01

4 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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

ATM program size: $60.0 million Sales agent commission: 3.0% of gross proceeds Prior ATM size: $50.0 million +2 more

5 metrics

ATM program size $60.0 million Maximum aggregate offering price of common stock under new ATM

Sales agent commission 3.0% of gross proceeds Cash fee to Aegis Capital on each share sale

Prior ATM size $50.0 million Amount of completed prior at-the-market program with Aegis

ATM expiry date December 31, 2026 Automatic termination date if shares not fully sold earlier

Shelf registration form Form S-3 No. 333-284054 Existing effective shelf used for ATM offering

Key Terms

at the market offering, Registration Statement on Form S-3, prospectus supplement, shelf registration statement, +1 more

5 terms

at the market offering financial

"entered into a sales agreement ... in connection with an “at the market” offering program"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Registration Statement on Form S-3 regulatory

"being made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-284054)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement regulatory

"the base prospectus contained therein, and the prospectus supplement dated May 15, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

shelf registration statement regulatory

"The Shares will be offered under the Company’s existing effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

forward-looking statements regulatory

"The foregoing material may contain “forward-looking statements” within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

05/20/2026 - 04:30 PM

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

Source: View Original Filing on SEC EDGAR

FAQ

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

Inno Holdings announced a new at-the-market equity offering program allowing sales of common stock up to $60.0 million through Aegis Capital under an existing Form S-3 shelf registration.

How large is Inno Holdings Inc.","s new ATM equity program?

The new at-the-market equity program permits Inno Holdings to issue and sell common shares with an aggregate offering value of up to $60.0 million, subject to company instructions and market conditions over the program’s term.

What fees will Inno Holdings Inc. pay Aegis Capital under the ATM?

Inno Holdings will pay Aegis Capital a cash commission equal to 3.0% of the gross proceeds from each sale of common stock made under the at-the-market equity offering program, as specified in the sales agreement.

When does Inno Holdings Inc.","s new ATM sales agreement expire?

The sales agreement will automatically terminate on the earlier of December 31, 2026 or the issuance and sale of all shares authorized under the $60.0 million at-the-market equity program, unless ended sooner by either party.

What happened to Inno Holdings Inc.","s prior ATM program with Aegis?

Inno Holdings previously had a $50.0 million at-the-market equity sales agreement with Aegis Capital. Offerings under that prior program have been completed and the earlier agreement has terminated in accordance with its terms.

How does Inno Holdings Inc. plan to use proceeds from the ATM?

The company expects to use any net proceeds from sales under the at-the-market equity offering for general working capital and corporate purposes, providing flexibility to fund ongoing operations and potential business needs.

Filing Exhibits & Attachments

8 documents

Press Releases

EX-99.1 EX-99.1 14.1 KB