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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) |
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 |
