{"url_path":"/sec/inhd/8-k/2026-05-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1961847/0001493152-26-024623-index.html","accession_number":"0001493152-26-024623","cik":"0001961847","ticker":"INHD","issuer_name":"INNO HOLDINGS INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1961847/0001493152-26-024623-index.html","primary_entity_key":"0001961847","primary_entity_name":"INNO HOLDINGS INC."},"word_count":493,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 15, 2026, Inno Holdings Inc. (the “**Company**”) entered into a sales agreement (the “**Sales Agreement**”)\nwith Aegis Capital Corp. (the “**Sales Agent**”), in connection with an “at the market” offering program.\nPursuant to the Sales Agreement, the Company may offer and sell, from time to time, to or through the Sales Agent, shares\nof the Company’s common stock, with no par value, having an aggregate offering price of up to $60.0 million (the “**Shares**”).\n\n \n\nThe Company is not obligated to sell any Shares under the Sales Agreement.\nSubject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts, consistent with\nits normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock\nMarket LLC (“**Nasdaq**”), to sell Shares from time to time based upon the Company’s notice and instructions, up\nto the amount specified therein. Under the Sales Agreement, the Sales Agent may sell Shares by any method permitted by law deemed to be\nan “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, including sales made directly on\nNasdaq or on any other existing trading market or directly to the Sales Agent as principal in negotiated transactions. The Sales Agent\nmay also sell Shares by any other method permitted by law, including in privately negotiated transactions, with the Company’s consent.\n\n \n\nIn accordance with the Sales Agreement, the Company will pay the Sales Agent\nin cash, upon each sale of Shares pursuant to the Sales Agreement, an amount equal to three percent (3.0%) of the gross proceeds from\neach sale of Shares. The Sales Agreement may be terminated by the Company and the Sales Agent at any time upon notice to the other party.\nIf not terminated earlier, the Sales Agreement will automatically terminate upon the earlier to occur of (i) December 31, 2026, or (ii)\nthe issuance and sale of all of the Shares under the Sales Agreement.\n\n \n\nThe\n“at the market” offering is being made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-284054),\nwhich was filed with the U.S. Securities and Exchange Commission (the “**SEC**”) on December 26, 2024 and declared effective\nby the SEC on January 10, 2025, the base prospectus contained therein, and the prospectus supplement dated May 15, 2026 filed with the\nSEC on May 19, 2026.\n\n \n\nThe\nforegoing summaries of the Sales Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the\nfull text of the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report\non Form 8-K and is incorporated by reference herein.\n\n \n\nKirton\nMcConkie, PC, Texas legal counsel to the Company, delivered its opinion as to the legality of the issuance and sale of the Shares,\ncopies of which are filed as Exhibit 5.1 to this report."}