8-K
Inno Holdings Inc. (INHD)
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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
Dateof Report (Date of earliest event reported): March 1, 2024
| INNO HOLDINGS INC. | ||
|---|---|---|
| (Exact<br> name of registrant as specified in its charter) | ||
| Texas | 001-41882 | 87-4294543 |
| --- | --- | --- |
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 2465 Farm Market 359 South<br><br> <br>Brookshire, TX | 77423 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (800) 909-8800
N/A
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Stock, no par value | INHD | The<br> 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. ☐
Item1.01 Entry Into A Material Definitive Agreement.
As previously disclosed, on December 4, 2023, Inno Holdings Inc. (the “Company”) entered into that certain underwriting agreement (the “Underwriting Agreement”) with AC Sunshine Securities LLC (the “Representative”), as representative of the underwriters listed on Schedule A thereto. On March 1, 2024, Company and the Representative entered into a limited waiver of underwriting agreement (the “Limited Waiver”).
Pursuant to the Limited Waiver, the Company and the Representative agreed to waive certain provisions of the Underwriting Agreement, including (i) the lock-up period pursuant to Section 3(n), (ii) the restriction on continuous offerings pursuant Section 3(o), (iii) the Representative’s right of first refusal pursuant to Section 3(q), (iv) the Representatives right to participate in any tail financing pursuant to Section 3(r) and (v) the Representative’s observer’s rights pursuant to Section 12.
Additionally, on March 1, 2024, the Company entered into a warrant assumption agreement (the “Assumption Agreement”) with the Representative to assume those certain underwriter’s warrants (the “Warrants”) for the purchase an aggregate amount of 201,250 shares of the Company’s common stock no par value, issued by the Company to the Representative on December 18, 2023, in connection with the Company’s initial public offering. Pursuant to the Assumption Agreement, the Company paid an aggregate amount of $13,000 for the assumption of the Warrants. As of March 1, 2024, the Warrants are no longer outstanding.
The foregoing description of the Limited Waiver and Assumption Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Limited Waiver and Assumption Agreement, which Are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 10.1 | Limited Waiver of Underwriting Agreement, dated March 1, 2024, by and between the Company and the Representative. |
| 10.2 | Warrant Assumption Agreement, dated March 1, 2024, by and between the Company and the Representative |
| 104 | Cover<br> Page Interactive Data File (embedded with the Inline XBRL document). |
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/ Dekui Liu |
| Name: | Dekui<br> Liu |
| Title: | Chief<br> Executive Officer, Director and Chairman |
Date: March 4, 2024
Exhibit10.1
ExecutionVersion
InnoHoldings Inc.
LimitedWaiver of Underwriting Agreement
March 1, 2024
AC Sunshine Securities LLC.
8761 The Esplanade Ct., STE 30
Orlando, FL 32836
Re: Limited Waiver of Inno Holdings Inc. Underwriting Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain Underwriting Agreement (the “Agreement”) entered into on December 4, 2023, by and among Inno Holdings Inc. (the “Company”), the several underwriters named in Schedule A thereto and AC Sunshine Securities LLC, in its capacity as representative of the several underwriters, (the “Representative”) in connection with the initial public offering (the “IPO”) of the Common Stock of the Company. Capitalized terms used but not defined herein have the meanings set forth in the Agreement.
Pursuant to Section 3(n) of the Agreement, the Company has agreed, among other things, not to, without the prior written consent of the Representative, for a period of 180 days from the date of the Agreement (the “Lock-Up Period”), (i) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to the Agreement. The Company further agreed not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.
Pursuant to Section 3(o) of the Agreement, the Company has agreed, among other things, not to, without the prior written consent of the Underwriters, for a period of twelve months from the commencement of the Company’s first day of trading, directly or indirectly in any “at-the-market” or continuous equity transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock of the Company.
Pursuant to Section 3(q) the Company and the Representative have agreed, among other things, that the Representative shall have Right of First Refusal for a period of twelve (12) months after the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, if the Company or any of its subsidiaries: (i) decides to finance or refinance any indebtedness; or (ii) decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or debt securities.
Pursuant to Section 3(r) of the Agreement, the Company has agreed, among other things, that the Representative shall be entitled to receive from the Company a cash placement fee equal to six percent (6.0%) of the aggregate purchase price paid by each purchaser of securities of the Company, with respect to any public or private offering or other financing or capital-raising transaction of any kind (the “Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Representative has introduced, directly or indirectly by way of at least one meeting in person or telephonically, to the Company during the Engagement Period (as defined in the Agreement), if such Tail Financing is consummated at any time during the Engagement Period or within twelve (12) months following the expiration of the Engagement Period or termination of that certain engagement letter agreement by and between the Company and the Representative, dated as of June 27, 2023.
Pursuant to Section 12 of the Agreement, the Company has agreed, among other things, that for the period of one year from the Effective Date, upon notice from the Representative to the Company, the Representative shall have the right to send a representative to observe each meeting of the Board of Directors of the Company.
For consideration received (the sufficiency of which is acknowledged), we request that the Representative hereby irrevocably waive any and all of its rights under Sections 3(n), 3(o), 3(q), 3(r) and 12 of the Agreement (the “Waived Provisions”) and all restrictions on and obligations of the Company in relation to the Waived Provisions. Please evidence acceptance of this waiver by signing this letter agreement by executing the signature page provided below.
Except to the extent, and only to the extent, so modified by this Limited Waiver of Underwriting Agreement, all terms, conditions and covenants contained in the Agreement and the documents related thereto shall remain in full force and effect, enforceable in accordance with their terms. This Limited Waiver of Underwriting Agreement is effective only as to the matters expressly waived. This Limited Waiver of Underwriting Agreement is intended for the benefit of, and may be relied upon by, the Company.
| Sincerely<br> yours, | |
|---|---|
| INNO<br> HOLDINGS INC. | |
| By: | /s/<br> Dekui Liu |
| Name: | Dekui<br> Liu |
| Title: | Chief<br> Executive Officer |
[Signature Page to Limited Waiver of Underwriting Agreement]
| ACCEPTED AND AGREED: | |
|---|---|
| AC<br> SUNSHINE SECURITIES LLC | |
| By: | /s/<br> Ying Cui |
| Name: | Ying<br> Cui |
| Title: | President |
[Signature Page to Limited Waiver of Underwriting Agreement]
Exhibit 10.2
ExecutionVersion
WARRANT ASSUMPTION AGREEMENT
THISWARRANT ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2024, by and between Inno Holdings Inc., a Texas corporation (the “Company”) and AC Sunshine Securities LLC, a Florida limited liability company (the “Warrantholder”).
RECITALS:
A. On December 4, 2023, the Company issued an Underwriter’s Warrant to Warrantholder to purchase up to 201,250 shares of common stock of the Company (the “Warrant”).
B. The Company desires to assume the Warrant and the Warrantholder desires to transfer the Warrants to the Company, on the terms and subject to the conditions contained herein (the “Assumption”).
C. In consideration for the Assumption, the Company will deposit $13,000 in immediately available funds to a bank account designated by the Warrantholder.
AGREEMENT:
NOWTHEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties to this Agreement hereby mutually agree as follows:
Assumptionof Warrant. Effective as of the date hereof, the Warrant is hereby assumed and terminated and of no further force or effect. Neither the Company nor the Warrantholder or any other party shall have any further rights, obligations or liabilities to the other under the Warrant. All rights of either the Company or the Warrantholder shall be terminated.
Representations and Warranties of the Warrantholders. The Warrantholder hereby represents and warrants to the Company as follows:
(a) Good Title. The Warrantholder has not assigned or otherwise transferred the Warrant and has good title to, the right to possession of and the right to terminate or otherwise convey such Warrant free and clear of all liens, claims and encumbrances.
(b) Execution and Delivery. This Agreement has been duly executed and delivered by the Warrantholder and constitutes the legal, valid and binding obligation of the Warrantholder, enforceable in accordance with its terms.
(c) No Violation; Absence of Defaults. Neither the execution and delivery by the Warrantholder of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any judgment, award or decree or any indenture, agreement or other instrument to which such Warrantholder is a party, or by which the Warrant to which it is a party is bound or affected, or result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon such Warrant.
(d) No Further Rights. The Warrantholder acknowledges, agrees and confirms that its entire interest in the Warrant is being terminated pursuant to this Agreement.
- Miscellaneous.
(a) Expenses. Each party shall pay its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.
(b) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreements relating to the subject matter hereof existing between the parties are expressly canceled.
(c) Release. The Warrantholder hereby releases, remises, acquits and discharges the Company, its members, managers, employees, agents, subsidiaries and affiliates and their respective successors and assigns from any and all claims, known or unknown, and however denominated, which the Warrantholder or its respective successors or assigns has or may have against any such releasees, and any and all liability such releasees may have to the Warrantholder, in each case arising from or relating, in whole or in part, to the Warrant. This release is for any relief, no matter how denominated, including but not limited to injunctive relief, compensatory damages, punitive damages or rescissory damages.
(d) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its principles of conflicts of laws that would require the application of the law of any other jurisdiction.
(e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile or electronic mail signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(f) Further Assurances. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
[signatures on following page]
| 2 |
| --- |
INWITNESS WHEREOF, the parties hereto have executed, or caused the execution of, this Agreement as of the date first above written.
| COMPANY: | |
|---|---|
| INNO HOLDINGS INC. | |
| By: | /s/<br> Dekui Liu |
| Name: | Dekui<br> Liu |
| Title: | Chief<br> Executive Officer |
| WARRANTHOLDER: | |
| AC SUNSHINE SECURITIES LLC | |
| By: | /s/<br> Ying Cui |
| Name: | Ying<br> Cui |
| Title: | President |
SignaturePage to Warrant Assumption Agreement