INNO HOLDINGS INC. 8-K

What Happened
Inno Holdings Inc. announced on its Form 8-K that on December 26, 2025 it entered into a Securities Purchase Agreement with ten non‑U.S. investors for a private investment in public equity (PIPE). The company agreed to sell 3,000,000 shares of its common stock at $1.31 per share (the Nasdaq closing price immediately prior to execution), for aggregate proceeds of $3,930,000. The PIPE closing will occur on a trading day after all documents are executed and conditions are met, and in no event later than 15 trading days after the December 26, 2025 effective date unless extended by the parties.

Key Details

• Investors: Ten (10) non-U.S. persons entered into the Securities Purchase Agreement.
• Shares and price: 3,000,000 shares of common stock at $1.31 per share, totaling $3,930,000.
• Timing: Closing due upon satisfaction/waiver of conditions, no later than 15 trading days after December 26, 2025 unless extended.
• Share count after issuance: Company will have 7,081,224 shares outstanding immediately after closing (4,081,224 currently outstanding + 3,000,000 to be issued).
• Filing: Form of the Securities Purchase Agreement is filed as Exhibit 1.1 to the 8-K (certain portions redacted).

Why It Matters
The PIPE provides Inno Holdings with $3.93 million in new capital, which can be used for operations, growth, or balance sheet needs. However, the issuance increases the company’s basic shares outstanding by about 73.5% (from 4,081,224 to 7,081,224), meaning the new shares would represent roughly 42% of the post‑closing total—an important dilution consideration for current shareholders. Investors should note the definitive agreement and closing timeline; the transaction is subject to customary closing conditions and may be completed within the next several weeks.