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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): April 29, 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
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
April 30, 2026, Inno Holdings Inc., a Texas holding company (the “Company”) filed a Certificate of Amendment to the Certificate
of Formations of the Company with the Secretary of State of the State of Texas (the “Certificate of Amendment”) that provides
for a 1-for-20 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock, with
no par value (the “Common Stock”). The Reverse Stock Split became effective on May 4, 2026 at 09:30 a.m., Eastern Time.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (this “Report”)
and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure
On
April 29, 2026, the Company issued a press release entitled “Inno Holdings Inc. Announces 1-for-20 Reverse Stock Split in Ongoing
Nasdaq Compliance Efforts.” The Company announced that its board of directors has approved the Reverse Stock Split pursuant
to the authorization grated from the annual meeting of the Company’s stockholders on March 2, 2026. A copy of the press release
is attached as Exhibit 99.1 to this report.
The
new CUSIP number for the Common Stock following the Reverse Stock Split is 4576JP406. Upon effectiveness of the Reverse Stock Split,
every twenty (20) shares of the Company’s issued and outstanding Common Stock were reclassified and combined into one (1) share
of Common Stock. Accordingly, the number of issued and outstanding shares of Common Stock of the Company was reduced from 50,413,224
shares before the Reverse Stock Split to 2,520,662 shares after the Reverse Stock Split. No fractional shares were issued; instead, any
fractional entitlement was rounded up to the next highest whole number at the participant level.
The
information in Item 7.01 of this Report, including the information in the press release furnished pursuant to this Item 7.01 of Form
8-K, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in the filings of the registrant
under the Securities Act of 1933, as amended, except in the event that the Company expressly states that such information is to be considered
filed under the Exchange Act or incorporates it by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment filed with the Secretary of State of the State of Texas on April 30, 2026 |
| 99.1 |
|
Press Release, dated April 29, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 4, 2026 |
By: |
/s/
Ding Wei |
| |
Name: |
Ding
Wei |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Inno
Holdings Inc. Announces 1-for-20 Reverse Stock Split in Ongoing Nasdaq Compliance Efforts
April
29, 2026 17:30 ET | Source: Inno Holdings Inc.
Hong
Kong, April 29, 2026 (GLOBE NEWSWIRE) — INNO HOLDINGS INC. (NASDAQ: INHD) (“INNO” or 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 its Board of Directors has approved an 1-for-20 reverse stock split
of all its issued and outstanding common stock pursuant to the authorization grated from the annual meeting of the Company’s stockholders
on March 2, 2026. The Company has filed an amendment to its certificate of formation, as amended, with the Secretary of State of the
State of Texas to effect the reverse stock split. The reverse stock split will become effective on May 4, 2026 at 09:30 a.m., Eastern
Time.
The
reverse stock split will not affect the par value of the Company’s common stock, which will remain no par value per share. In addition,
the reverse stock split will not change the number of authorized shares of the Company’s common stock, which will remain 1 billion
shares of common stock.
The
Company’s common stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the existing symbol
“INHD” and will begin trading on a split-adjusted basis when the market opens on May 4, 2026. The new CUSIP number for the
common stock following the reverse stock split will be 4576JP406.
At
the effective time of the reverse stock split, every 20 shares of the Company’s issued and outstanding common stock will be automatically
reclassified and combined into 1 share of common stock. This will reduce the number of issued and outstanding shares of common stock
from 50,413,224 shares to 2,520,662 shares. No fractional shares will be issued; instead, any fractional entitlements will be rounded
up to the next highest whole number at the participant level.
The
Company believes that the reverse stock split is a proactive measure to support its ongoing compliance with Nasdaq’s continued
listing requirements, including the minimum bid price requirement.
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 opearting 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
