8-K

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 6, 2026

INNO

HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Registrant’s

telephone number, including area code: +852-54795450

(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:

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:

Item8.01 Other Events.

As previously reported, Inno Holdings Inc. (the “Company”) entered into a securities purchase agreement on December 26, 2025 with each of ten (10) non-U.S. investors relating to the issuance and sale of an aggregate of 3,000,000 shares of the Company’s common stock with no par value, at the market price of $1.31 per share, for an aggregate purchase price of $3,930,000 (the “PIPETransaction”). On January 6, 2026, the Company closed the PIPE Transaction.

As of the date of this report, the Company had 7,081,224 shares of common stock, no par value, issued and outstanding.

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.