Business Context and Reporting Period
Company: INNO HOLDINGS INC.
Filing Type: Form 8-K (Current Report)
Date of Report: November 13, 2025
Reporting Period: Event date November 12, 2025 (Entry into Material Definitive Agreement)
The Company, an emerging growth company incorporated in Texas, entered into a sales agreement to facilitate an "at-the-market" equity offering.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, or debt metrics. The primary financial data point relates to the potential capital raise:
- Maximum Offering Size: Up to $50.0 million in aggregate offering price.
- Instrument: Common Stock, no par value (Trading Symbol: INHD).
- Compensation to Sales Agent: 3.0% of gross proceeds from each sale.
Material Changes
The material change reported is the execution of a Sales Agreement with Aegis Capital Corp. on November 12, 2025. This agreement authorizes the Company to sell shares from time to time through the Sales Agent. The Company is not obligated to sell any shares under this agreement.
Guidance, Outlook, and Risks
Outlook and Mechanics:
- Sales may be made directly on The Nasdaq Stock Market LLC or in privately negotiated transactions.
- The agreement is effective until the earlier of May 12, 2026, or the sale of all Placement Shares.
- Either party may terminate the agreement at any time upon notice.
- The offering is subject to the terms of the Sales Agreement and applicable securities laws.
- No sale of shares will occur in any state where such offer or sale would be unlawful prior to registration or qualification.
- The press release information is "furnished" and not deemed "filed" for liability purposes under Section 18 of the Exchange Act.
Investor Verification Checklist
- Verify the current market price of INHD to assess potential dilution from a $50.0 million offering.
- Review the full text of the Sales Agreement (Exhibit 1.1) for specific termination rights and conditions.
- Confirm the status of the underlying Form S-3 Registration Statement (File No. 333-284054).
- Monitor future filings for actual sales volumes and proceeds received under this agreement.