Inno Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer ID No.) |
| (Address of principal executive offices) | (Zip Code) |
(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 | ||
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.
| 2 |
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.
| 3 |
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 | |
| 4 |