UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

~~Current Report~~CURRENT REPORT

~~Pursuant to~~PURSUANT ~~Section~~TO SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~OF

~~Date of~~THE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event reported): January 16, 2026~~1934

Date of Report (Date of earliest event reported): March 2, 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~~I.R.S. Employer IDIdentification 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: +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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		INHD		The Nasdaq Stock Market LLC

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~~Item ~~pursuant~~5.07 Submission of Matters to ~~Section~~a ~~12(b)~~Vote of ~~the~~Security ~~Act:~~Holders.

~~Title~~On ofMarch ~~each~~2, ~~class~~2026, ~~Trading~~Inno Holdings ~~Symbol~~Inc. ~~Name~~(the of“Company”) ~~each~~held ~~exchange~~its onvirtual ~~which~~2026 ~~registered~~Annual ~~Common~~Stockholders ~~Stock,~~Meeting no(the ~~par value INHD The Nasdaq Stock Market LLC~~“Meeting”).

~~Item~~As of the close of business on February 5, 2026, 1the record date for the determination of stockholders entitled to vote at the Meeting, there were 8,413,224 shares of the Company’s common stock, no par value per share, issued and outstanding, with each share entitled to one vote on each proposal at the Meeting.01 ~~Entry~~At the ~~into~~Meeting, the combined holders of 4,660,788 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 55.40% of the outstanding voting shares, and thereby a ~~Material~~quorum ~~Definitive~~pursuant ~~Agreement~~to the Texas Business Organizations Code and the amended and restated bylaws of the Company was present for the transaction of business at the Meeting.

~~On January~~The ~~16,~~final ~~2026,~~results ~~Inno Holdings Inc. (the “Company”) entered into a securities purchase agreement (the “Securities~~for ~~Purchase Agreement”) with~~ each of ~~four (4) investors, pursuant to which~~ the ~~Company~~matters ~~agreed~~considered ~~to offer, in a registered direct offering, 1,332,000 shares of its common stock,~~ at athe ~~purchase~~Meeting ~~price~~were ofas ~~$0.55 per share.~~follows:

~~The offering was made pursuant to the Registration Statement on Form S-3 (File No~~1. ~~333-284054),~~Election ~~which~~of ~~was previously filed with~~ the ~~U.S. Securities~~five ~~and~~nominees ~~Exchange~~to ~~Commission (~~the ~~“SEC”)~~Board ~~and~~of ~~declared~~Directors ~~effective~~of 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~~Company.

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.

Name	Votes For		Withheld
Ding Wei		4,545,782		115,007
Mengshu Shao		4,545,846		114,943
Yufang Qu		4,544,068		116,721
Tao Tu		4,543,717		117,072
Yongbo Mo		4,543,402		117,387

~~Pursuant to~~Each ~~the~~director ~~Securities~~nominee was ~~Purchase~~duly ~~Agreement~~elected ~~with~~to ~~each~~serve ~~Investor,~~as ~~the~~a ~~closing~~director ofuntil the ~~offering~~Company’s ~~with~~2027 ~~each~~annual ~~investor~~meeting ~~will~~of ~~occur~~stockholders, onor auntil ~~trading~~such ~~day~~person’s onsuccessor ~~which~~is ~~all~~duly ofelected ~~the transaction documents have been executed~~ and ~~delivered by the applicable parties~~qualified, ~~and~~or ~~all~~until ~~conditions~~such ~~precedent to each investor~~person’s ~~obligation~~earlier toresignation, ~~pay~~death ~~the~~or ~~investment~~removal. ~~amount~~Due ~~and~~to the ~~Company’s~~fact ~~obligation~~that todirectors ~~deliver~~are elected ~~the~~by ~~shares~~a ~~have~~plurality ~~been~~of ~~satisfied or~~the ~~waived~~votes cast, ~~but~~votes incould noonly ~~event~~be ~~later~~cast ~~than~~in ~~fifteen~~favor ~~(15)~~of ~~trading~~or ~~days~~withheld ~~following~~from the ~~effective~~nominees ~~date~~and ofthus ~~the~~votes ~~Securities~~against ~~Purchase Agreement, unless~~were ~~the~~not ~~parties otherwise mutually agree~~applicable.

~~The Securities~~2. ~~Purchase~~Ratification ~~Agreement~~of ~~contains~~the ~~customary~~selection ~~representations~~by ~~and~~the ~~warranties,~~Board ~~agreements~~of ~~and~~Directors ~~obligations,~~of ~~conditions~~the toCompany ~~closing~~of ~~and termination~~JWF ~~provisions~~Assurance PAC as its independent auditor for the fiscal year ending September 30, 2026.

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.

Votes For		Votes Against		Abstentions
4,540,787		50,651		69,349

~~After closing~~The affirmative vote of the ~~offering~~holders ~~and the completion~~ of ~~share issuance, the Company will have~~ a ~~total~~majority of ~~8,413,224~~the shares ofrepresented ~~common~~at ~~stock~~the ~~issued and~~Meeting ~~outstanding, including 7,081,224 shares issued~~ and ~~outstanding~~entitled ~~immediately~~to ~~prior~~vote towas ~~the~~required ~~offering~~for ~~and~~approval. ~~1,332,000~~The ~~shares~~proposal ~~from~~was ~~this offering~~approved.

~~Kirton McConkie,~~3. ~~Texas~~To ~~legal~~approve ~~counsel~~amending to the Company,’s ~~delivered~~Certificate ~~opinions~~of asFormation to ~~the~~increase ~~legality of~~ the ~~issuance~~Company’s ~~and~~authorized ~~sale~~share ofcapital ~~the~~to ~~shares~~1,000,000,000 ~~copies~~shares of ~~which~~ ~~are~~common ~~filed~~stock, aswith ~~Exhibit~~no ~~5.1~~par ~~to this report~~value.

Item 9.01 Financial Statements and Exhibits.

Votes For		Votes Against		Abstentions
4,476,419		178,586		5,781

~~(d)~~The affirmative vote ~~Exhibits~~of the holders of a majority of the outstanding shares of Common Stock entitled to vote on the proposal was required for approval. The proposal was approved.

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)

To approve granting the board of directors (the “Board”) of the Company the full authority and sole discretion to cause the Company’s Certificate of Formation to be amended to effectuate one or more reverse stock split(s) of the outstanding shares of common stock within two (2) years from the date of the Meeting at the reverse stock split ratio and effective time as the Board may determine in its sole discretion; provided always that the accumulated reverse stock split ratios for all such reverse stock splits shall not be less than 1-for-2 nor greater than 1-for-4000, subject to rounding and fractional share treatment.

Votes For		Votes Against		Abstentions
4,481,647		172,918		6,221

~~SIGNATURES~~The affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was approved.

~~Pursuant to~~5. ~~the~~To ~~requirements~~approve of the ~~Securities~~Company’s ~~Exchange~~2026 ~~Act~~Omnibus ofIncentive ~~1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Plan.

	INNO HOLDINGS Inc.
Votes For		Votes Against	Abstentions
Date: January 23, 2026	By:	/s/ Ding Wei
4,486,587		166,621	7,579
	Name:	Ding Wei
	Title:	Chief Executive Officer

3The affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was approved.

6.	To approve adjourning the Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of the any of Proposals 1 through 5 at the time of the Meeting.

Votes For		Votes Against		Abstentions
4,503,673		153,406		3,706

The affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INNO HOLDINGS Inc.

	By:	/s/ Ding Wei
	Name:	Ding Wei
	Title:	Chief Executive Officer

Date: March 3, 2026

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