Form 8-K

8-K — INNO HOLDINGS INC.

Accession: 0001493152-26-021119

Filed: 2026-05-04

Period: 2026-04-29

CIK: 0001961847

SIC: 3317 (STEEL PIPE & TUBES)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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2026-04-29

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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

Date

of Report (Date of earliest event reported): April 29, 2026

INNO

HOLDINGS INC.

(Exact

name of registrant as specified in its charter)

Texas

001-41882

87-4294543

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

No.)

RM1,

5/F, No. 43 Hung To Road

Kwun

Tong, Kowloon, Hong Kong

999077

(Address

of principal executive offices)

(Zip

Code)

+852-54795450

(Registrant’s

telephone number, including area code)

(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

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

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 ☒

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:

Title

of each class

Trading

Symbol

Name

of each exchange on which registered

Common

Stock, no par value

INHD

The

Nasdaq Stock Market LLC

Item

5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

April 30, 2026, Inno Holdings Inc., a Texas holding company (the “Company”) filed a Certificate of Amendment to the Certificate

of Formations of the Company with the Secretary of State of the State of Texas (the “Certificate of Amendment”) that provides

for a 1-for-20 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock, with

no par value (the “Common Stock”). The Reverse Stock Split became effective on May 4, 2026 at 09:30 a.m., Eastern Time.

The

foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to

the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (this “Report”)

and is incorporated herein by reference.

Item

7.01 Regulation FD Disclosure

April 29, 2026, the Company issued a press release entitled “Inno Holdings Inc. Announces 1-for-20 Reverse Stock Split in Ongoing

Nasdaq Compliance Efforts.” The Company announced that its board of directors has approved the Reverse Stock Split pursuant

to the authorization grated from the annual meeting of the Company’s stockholders on March 2, 2026. A copy of the press release

is attached as Exhibit 99.1 to this report.

The

new CUSIP number for the Common Stock following the Reverse Stock Split is 4576JP406. Upon effectiveness of the Reverse Stock Split,

every twenty (20) shares of the Company’s issued and outstanding Common Stock were reclassified and combined into one (1) share

of Common Stock. Accordingly, the number of issued and outstanding shares of Common Stock of the Company was reduced from 50,413,224

shares before the Reverse Stock Split to 2,520,662 shares after the Reverse Stock Split. No fractional shares were issued; instead, any

fractional entitlement was rounded up to the next highest whole number at the participant level.

The

information in Item 7.01 of this Report, including the information in the press release furnished pursuant to this Item 7.01 of Form

8-K, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise

subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in the filings of the registrant

under the Securities Act of 1933, as amended, except in the event that the Company expressly states that such information is to be considered

filed under the Exchange Act or incorporates it by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

3.1

Certificate of Amendment filed with the Secretary of State of the State of Texas on April 30, 2026

99.1

Press Release, dated April 29, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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.

INNO

HOLDINGS Inc.

Date:

May 4, 2026

By:

/s/

Ding Wei

Name:

Ding

Wei

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Inno

Holdings Inc. Announces 1-for-20 Reverse Stock Split in Ongoing Nasdaq Compliance Efforts

April

29, 2026 17:30 ET | Source: Inno Holdings Inc.

Hong

Kong, April 29, 2026 (GLOBE NEWSWIRE) — INNO HOLDINGS INC. (NASDAQ: INHD) (“INNO” or the “Company”),

a holding company incorporated in the State of Texas and a trade-focused electronic products trading company with operations primarily

in Hong Kong through its Hong Kong subsidiaries, today announced that its Board of Directors has approved an 1-for-20 reverse stock split

of all its issued and outstanding common stock pursuant to the authorization grated from the annual meeting of the Company’s stockholders

on March 2, 2026. The Company has filed an amendment to its certificate of formation, as amended, with the Secretary of State of the

State of Texas to effect the reverse stock split. The reverse stock split will become effective on May 4, 2026 at 09:30 a.m., Eastern

Time.

The

reverse stock split will not affect the par value of the Company’s common stock, which will remain no par value per share. In addition,

the reverse stock split will not change the number of authorized shares of the Company’s common stock, which will remain 1 billion

shares of common stock.

The

Company’s common stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the existing symbol

“INHD” and will begin trading on a split-adjusted basis when the market opens on May 4, 2026. The new CUSIP number for the

common stock following the reverse stock split will be 4576JP406.

the effective time of the reverse stock split, every 20 shares of the Company’s issued and outstanding common stock will be automatically

reclassified and combined into 1 share of common stock. This will reduce the number of issued and outstanding shares of common stock

from 50,413,224 shares to 2,520,662 shares. No fractional shares will be issued; instead, any fractional entitlements will be rounded

up to the next highest whole number at the participant level.

The

Company believes that the reverse stock split is a proactive measure to support its ongoing compliance with Nasdaq’s continued

listing requirements, including the minimum bid price requirement.

About

Inno Holdings Inc.

INNO

is a holding company incorporated in the State of Texas and a trade-focused electronic products trading company with operations through

its Hong Kong opearting subsidiaries. The Company has operations primarily in Hong Kong and is continuing to grow its sales and distribution

network in the electronic products trading industry. The Company endeavors to create greater commercial value for its business partners

and therefore enhance its own enterprise value and shareholders’ value of their stake in the Company. The Company has a professional

brand and marketing management system, which can quickly help partnering enterprises achieve the connection, management, and operation

of marketing channels domestically and globally.

Forward-Looking

Statements

The

foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933

and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not

relate solely to historical or current facts, including without limitation statements regarding the Company’s product development

and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,”

“project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,”

“should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements

are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to

the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect

current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual

results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes

that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance,

or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend

to update any of the forward-looking statements to conform these statements to actual results.

For

more information, please contact: contact@innoholdings.com

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Apr. 29, 2026

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