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8-K

Inno Holdings Inc. (INHD)

8-K 2025-03-18 For: 2025-03-17
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Added on April 10, 2026

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 17, 2025

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.)
RM1, 5/F, No.43 Hung To Road<br><br><br><br>KwunTong, Kowloon**, Hong Kong** 999077
--- ---
(Address<br> of principal executive offices) (Zip<br> Code)

Registrant’s telephone number, including area code: (800) 909-8800

2465 Farm Market 359 South

Brookshire, TX 77423

(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. ☐

Item5.07 Submission of Matters to a Vote of Security Holders.

On March 17, 2025, Inno Holdings Inc. (the “Company”) held its virtual 2025 Annual Stockholders Meeting (the “Meeting”).

As of the close of business on February 13, 2025, the record date for the determination of stockholders entitled to vote at the Meeting, there were 4,410,482 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. At the Meeting, the combined holders of 4,012,102 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 90.97% of the outstanding voting shares, and thereby a quorum pursuant 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.

The final results for each of the matters considered at the Meeting were as follows:

1. Election<br> of the five nominees to the Board of Directors of the Company.
Name Votes For Votes Against Withheld Broker<br> Non-Votes
--- --- --- --- --- --- --- --- ---
Ding Wei 3,803,797 0 531 207,744
Mengshu Shao 3,803,747 0 581 207,744
Yufang Qu 3,803,757 0 571 207,744
Tao Tu 3,803,747 0 581 207,744
Yongbo Mo 3,803,777 0 551 207,744

Each director nominee was elected to serve as a director until the Company’s 2026 annual meeting of stockholders, or until such person’s successor is duly elected and qualified, or until such person’s earlier resignation, death or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.

2. Ratification<br> of the selection by the Board of Directors of the Company of JWF Assurance PAC as its independent auditor for the fiscal year ending<br> September 30, 2025.
Votes For Votes Against Abstentions
--- --- --- --- --- ---
4,004,534 6,091 1,447

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.

3. To<br> approve the potential issuance of shares of the Company’s common stock under the standby equity purchase agreement effective<br> as of January 28, 2025.
Votes For Votes Against Abstentions
--- --- --- --- --- ---
3,794,887 7,921 1,520

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.

4. To<br> approve the Company’s 2025 Omnibus Incentive Plan (the “2025 Plan”), which authorizes an aggregate of 880,000 of<br> the Company’s shares of common stock or options to purchase shares of common stock for issuance under the 2025 Plan.
Votes For Votes Against Abstentions
--- --- --- --- --- ---
3,786,804 15,959 1,565

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.

5. To<br> approve adjourning the Annual Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in<br> favor of the any of Proposals 1 through 4 at the time of the Annual Meeting.
Votes For Votes Against Abstentions
--- --- --- --- --- ---
3,953,875 56,473 1,531

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<br> Wei
Title: CEO

Date: March 18, 2025