[8-K] Inno Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Inno Holdings Inc. held a special meeting on August 11, 2025. As of the July 22, 2025 record date there were 7,748,482 shares outstanding and 5,525,231 shares were represented, constituting a quorum. Stockholders approved three proposals: a board-authorized reverse stock split at a ratio between 1-for-5 and 1-for-25; authorization to permit the potential issuance of up to 25,000,000 shares of common stock under a Standby Equity Purchase Agreement to comply with Nasdaq rules; and an adjournment proposal that ultimately was not used. Final vote totals were: Proposal 1 — For 5,451,680, Against 73,489, Abstain 62; Proposal 2 — For 5,508,897, Against 16,334, Abstain 0; Proposal 3 — For 5,452,153, Against 72,810, Abstain 268. The filing is signed by CEO Ding Wei.

Positive

• Shareholders approved the Board's authority to implement a reverse stock split in the 1-for-5 to 1-for-25 range.
• Authorization granted for potential issuance of up to 25,000,000 shares under the Standby Equity Purchase Agreement to comply with Nasdaq rules.
• Quorum achieved with 5,525,231 shares represented, and all proposals received majority approval.

Negative

• Potential dilution: the authorized issuance of 25,000,000 shares exceeds the current 7,748,482 outstanding shares, materially increasing potential share supply.
• Reverse split range up to 1-for-25 will reduce the number of outstanding shares if implemented and may affect trading float and liquidity.

Insights

Financial Analyst

TL;DR: Shareholders approved a board-directed reverse split and authorized potential issuance up to 25,000,000 shares, a materially large authorization versus current shares.

The meeting approved two governance actions that are material to capital structure. The record shows 7,748,482 shares outstanding and authorization to potentially issue 25,000,000 shares under the Standby Equity Purchase Agreement, a quantity that exceeds the current outstanding share count by more than threefold. The reverse split range (1-for-5 to 1-for-25) grants the board discretion to consolidate shares, while the standby authorization provides a mechanism to raise equity. Both actions alter dilution and share count dynamics and may be consequential for existing holders.

Corporate Governance Expert

TL;DR: Shareholders decisively approved board authority for a reverse split and for compliance-related share issuance; proxy votes show clear majorities.

Voting outcomes indicate strong shareholder support with over 5.5 million votes represented and decisive for-vote margins on each proposal. The board now has explicit discretionary authority to effect a reverse split within the 1-for-5 to 1-for-25 range and the shareholder authorization required to allow potential issuance under the previously disclosed standby agreement, meeting Nasdaq disclosure and shareholder-approval requirements. The adjournment proposal passed but was not exercised.

false 0001961847 0001961847 2025-08-11 2025-08-11 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): August 11, 2025

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 Identification No.)

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

Registrant’s telephone number, including area code: (800) 909-8800

(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 5.07. Submission of Matters to a Vote of Security Holders.

On August 11, 2025, Inno Holdings Inc. (the “Company”) held a special meeting of stockholders (as previously adjourned on August 11, 2025, the “Special Meeting”). As of the close of business on July 22, 2025, the record date for the Special Meeting, there were 7,748,482 shares of common stock, no par value (“Common Stock”), outstanding and entitled to vote. Holders of 5,525,231 shares of the Company’s stock entitled to vote at the Special Meeting were represented in person or by proxy constituting a quorum. The matters described below were submitted to a vote of the Company’s stockholders at the Special Meeting. Each proposal is described in detail in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on July 29, 2025. All proposals were approved by the Company’s stockholders at the Special Meeting.

Proposal 1 - The Reverse Stock Split Proposal

A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Formation, as amended, to effect, at the discretion of the Board of Directors (the “Board”), a reverse stock split of all of the outstanding shares of the Company’s Common Stock, at a ratio in the range of 1-for-5 to 1-for-25, with such ratio to be determined by the Board in its sole discretion and included in a public announcement. The results of the voting were as follows:

For		Against		Abstentions		Broker Non-Votes
5,451,680		73,489		62		-

Proposal 2 – Approval of the Potential Issuance of Common Stock

As previously reported, the Company entered into a Standby Equity Purchase Agreement (the “Agreement”), effective July 4, 2025. At the Special Meeting, the stockholders voted to authorize, for the purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of the Common Stock pursuant to the terms of the Agreement, up to an aggregate of 25,000,000 shares of Common Stock. The results of the voting were as follows:

For		Against		Abstentions		Broker Non-Votes
5,508,897		16,334		0		-

Proposal 3 - The Adjournment Proposal

A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals (the “Adjournment Proposal”). The results of the voting were as follows:

For		Against		Abstentions		Broker Non-Votes
5,452,153		72,810		268		-

Although the Adjournment Proposal received sufficient votes to be approved, no motion to adjourn the Special Meeting was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

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: August 13, 2025	By:	/s/ Ding Wei
	Name:	Ding Wei
	Title:	Chief Executive Officer

FAQ

What did INHD shareholders vote to approve at the August 11, 2025 special meeting?

Shareholders approved three proposals: 1) a Board-authorized reverse stock split in the range 1-for-5 to 1-for-25; 2) authorization for potential issuance of up to 25,000,000 shares under a Standby Equity Purchase Agreement; and 3) an adjournment proposal that was approved but not used.

How many INHD shares were outstanding and how many votes were represented at the meeting?

As of the record date there were 7,748,482 shares outstanding and 5,525,231 shares were represented at the Special Meeting.

What reverse split ratio was authorized for INHD?

Stockholders authorized a reverse stock split at a ratio to be determined by the Board, within the range of 1-for-5 to 1-for-25.

How many shares may be issued under the Standby Equity Purchase Agreement authorized by INHD shareholders?

Shareholders authorized the potential issuance of up to 25,000,000 shares of common stock pursuant to the Standby Equity Purchase Agreement.

What were the vote totals for the reverse split proposal (Proposal 1)?

Proposal 1 vote totals were: For 5,451,680, Against 73,489, Abstentions 62.