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Form 8-K

sec.gov

8-K — INNO HOLDINGS INC.

Accession: 0001493152-26-028058

Filed: 2026-06-10

Period: 2026-06-08

CIK: 0001961847

SIC: 5990 (RETAIL-RETAIL STORES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001961847

0001961847

2026-06-08

2026-06-08

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): June 8, 2026

INNO

HOLDINGS INC.

(Exact

name of registrant as specified in its charter)

Texas

001-41882

87-4294543

(State

or other jurisdiction

of

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

Room

805S, 8/F, Block 1, 33 Canton Road,

Tsim

Sha Tsui, Kowloon, Hong kong

999077

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: +852-54795450

RM1,

5/F, No. 43 Hung To Road

Kwun

Tong, Kowloon, Hong Kong

(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))

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

Stock, no par value

INHD

The

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. ☐

Item

1.01 Entry into a Material Definitive Agreement.

On

June 8, 2026, Inno Holdings Inc., a Texas holding corporation (the “Company”), entered into a Development Services

Agreement (the “Agreement”) with a Hong Kong based AI service provider (the “Service Provider”)

that will develop an AI-powered used mobile phone sales and customer acquisition AI agent system on behalf of the Company.

The

aggregate contract value under the Agreement is $3.0 million, payable by the Company to the Service Provider in five milestone-based

installments tied to the service completion and acceptance of specified development phases. The Agreement provides that all intellectual

property rights in the software, source code, documentation and other work product developed under the project will be exclusively owned

by the Company, and restricts the Service Provider from using or disclosing such work product without the Company’s consent. The

Agreement also contains customary confidentiality provisions. The service term under the Agreement remains in effect through May 31,

2027, unless earlier terminated, and may be unilaterally terminated by the Company upon ten (10) days’ prior written notice or

by either party upon the occurrence of certain specified events.

A

copy of the Agreement is attached hereto as Exhibit 10.1.

Item 7.01.

Regulation FD Disclosure.

On

June 8, 2026, the Company issued a press release (the “Press Release”) entitled “Inno Holdings

Inc. Enters into Development Services Agreement to Build AI-Powered Used Mobile Phone Sales Agent”, announcing the execution

of the Agreement.

A copy of the Press Release is attached hereto as Exhibit 99.1.

The information contained in Item 7.01 of this current report on Form 8-K

(this “Current Report”) and the information in the Press Release attached in Exhibit 99.1 hereto are being furnished

and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing of the

Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1*

Development

Services Agreement, dated June 8, 2026

99.1

Press

release, dated June 8, 2026

104

Cover

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

*

The Company has redacted provisions or terms of this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K. While portions of the

exhibit have been redacted, this exhibit includes a prominent statement on the first page of the exhibit that certain identified information

has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential.

The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.

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

Wei

Title:

Chief

Executive Officer

Date:

June 10, 2026

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

The

Company has redacted provisions or terms of this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K. While portions of the exhibit

have been redacted, this exhibit includes a prominent statement on the first page of the exhibit that certain identified information

has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential.

The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.

Technical

Development Service Agreement

Client

(Party A): APEXVEST HOLDINGS LIMITED

Party

B (the entrusted party): NINETECH TECHNOLOGY (HONGKONG) LIMITED

Date

of Signing: June 8, 2026

Principal

(Party A): APEXVEST HOLDINGS LIMITED

Authorized

representative: DING WEI

Address:

ROOM 805S, 8/F, BLOCK 1, 33 CANTON ROAD, TSIM SHA TSUI, KOWLOON, HONGKONG

Party

B (the entrusted party): NINETECH TECHNOLOGY (HONGKONG) LIMITED

Legal

representative: [           ]

Correspondence

address: [         ]

In

view of

1.

Party A is a company legally established and validly existing in the British Virgin Islands. Due to business development needs, it intends

to procure technology development services;

2.

Party B is a limited company legally established and validly existing in the Hong Kong Special Administrative Region (hereinafter referred

to as “Hong Kong”), possessing the qualifications and capabilities to provide relevant technology development services.

Based

on the laws of the Hong Kong Special Administrative Region, Party A and Party B, acting on an equal, voluntary, fair, and mutually agreed

basis, have reached the following agreement:

Article

1: Cooperation Content

1.1

Due to its own needs for developing the second-hand mobile phone sales and customer acquisition AI Agent project (hereinafter

referred to as “AI Agent” or “Project”), Party A purchases technology development services from Party B. Specific

development requirements are detailed in Annex I “Development Requirements Specification”.

1.2

The project development stages are as follows:

stage

stage

name

Estimated

construction period

Main

deliverables

Phase

One

Requirements

refinement and system design

4

weeks

[         ]

Phase

Two

Core

Agent development

8

weeks

[         ]

Phase

Three

System

integration and interface development

8

weeks

[         ]

Phase

Four

System

testing and optimization

6

weeks

[         ]

Phase

Five

Online

deployment and training

4

weeks

[         ]

1.3

Both parties involved in this project will be personally liaised by designated personnel:

Party

A’s dedicated contact person: [            ], email: [

]

Party

B’s dedicated contact person: [           ], email: [

]

1.4

Service Term: From the effective date of this Agreement until May 31, 2027, or until the date on which both parties confirm in writing

that all services have been delivered, whichever is later.

Article

2 Service Fee and Payment Method

2.1

Total contract framework price

The

total framework service fee for this project is USD3,000,000.00 (in words: Three Million US Dollars), which is the estimated ceiling

amount for the entire project cycle and is not a fixed settlement price. The final total settlement fee will be calculated based on the

actual completed workload at each stage and the stage settlement documents signed and confirmed by both parties. The actual total settlement

amount may be lower than the total framework price, and without written additional requirements from Party A, the final settlement amount

shall not exceed the total framework price.

2.2

Payment nodes, triggering conditions, and settlement rules

This

project is divided into five phases, with payments settled based on actual completion progress. The proportion of each milestone to the

“total framework price” remains unchanged. The payment amount for each phase = total framework price × corresponding

milestone proportion. Before each payment, both parties sign the “Phase Workload Settlement Confirmation Form”, and the settlement

is based on actual performance results. If the standards are not met, the current payment will be reduced according to the acceptance

deduction terms:

payment

node

Trigger

payment conditions

Framework

proportion

Current

reference upper limit amount (USD)

Acceptance

& Settlement Standards

the

first node

Within

15 working days after the contract is signed and takes effect, Party B shall complete the detailed requirements and system design

results, which shall be subject to written review and approval by Party A

[  ]%

[         ]

[         ]

Section

Two

The

core agent has been developed and successfully passed the unit test acceptance

[  ]%

[         ]

[         ]

Third

node

System

integration, third-party docking, and interface joint debugging have been completed, and the integration test has been successfully

accepted

[  ]%

[         ]

[         ]

The

fourth node

The

entire system has been tested, and the user acceptance test (UAT) has been signed off

[  ]%

[         ]

[         ]

The

fifth node

The

system has been officially launched and has been running stably for one month, and the training and delivery of the complete set

of documents have been completed

[  ]%

[         ]

[         ]

1.

Price adjustment due to change in requirements: If Party A proposes in writing to add/change development requirements, both parties shall

sign a supplementary agreement to agree on the incremental costs, which shall not be included in the original framework limit of 3 million

yuan; for additional development without a written supplementary agreement, Party A shall not settle the payment.

2.

Stage deduction rules: If the single-stage inspection fails to fully meet the standards, both parties may agree to deduct the current

settlement payment according to the proportion of defects; if Party B’s rectification still fails to pass the inspection, Party

A has the right to suspend payment for that milestone until the rectification is satisfactory.

3.

Final completion settlement: If the actual settlement amount of the project is less than USD 3 million, the actual amount shall be deemed

as the final total contract price, and the remaining framework credit shall be automatically invalidated, with no payment required from

Party A.

2.3

Invoice and Taxation

2.3.1

Party B shall issue a commercial invoice to Party A prior to Party A’s payment. The invoice must clearly list the service items,

amount, date, and Party B’s company name.

2.3.2

If any withholding tax, remittance fee, or other taxes are incurred due to cross-border payments, both parties shall negotiate and bear

the responsibility in accordance with applicable laws and international tax treaties.

2.4

Party B’s bank account information:

Company

Name: [          ]

Company

address: [         ]

Bank

Name: [         ]

Bank

address: 4[         ]

Bank

code: [          ]

Account

number: [         ]

SWIFT

Code:[           ]

Article

3 Intellectual Property and Confidentiality Obligations

3.1

Intellectual property rights

3.1.1

The intellectual property rights (including but not limited to copyrights, patents, trademarks, trade secrets, and all other intellectual

property rights) of all achievements generated by the completion of development services (including but not limited to source code, object

code, technical documents, design drawings, user interfaces, database structures, and other relevant materials, hereinafter referred

to as “work achievements”) shall be solely owned by Party A from the date of their creation.

3.1.2

If Party A applies for intellectual property registration or protection for the work results (including but not limited to copyright

under the Hong Kong Copyright Ordinance (Chapter 528), patent under the Hong Kong Patents Ordinance (Chapter 514), registered design

under the Hong Kong Registered Designs Ordinance (Chapter 522), and corresponding intellectual property rights in mainland China or other

jurisdictions), Party B shall provide all reasonable assistance, including but not limited to providing application materials, source

code, and relevant technical documents.

3.1.3

Without the prior written permission of Party A, Party B shall not use the work results for any other commercial purposes, nor shall

it provide or disclose the work results to any third party (including internal personnel of Party B unrelated to this project) in any

manner.

3.1.4

Party B guarantees that the services it provides and the work results it delivers do not infringe upon the intellectual property rights

of any third party. If any claims, lawsuits, or disputes arise due to the infringement of third-party intellectual property rights by

the services or work results provided by Party B, Party B shall bear full responsibility and compensate Party A for all losses incurred

as a result.

3.2

Confidentiality obligation

3.2.1

“Confidential Information” as referred to in this Agreement means all non-public information disclosed by one party (“Disclosing

Party”) to the other party (“Receiving Party”) in connection with this Agreement, including but not limited to trade

secrets, technical information, customer information, financial data, business plans, source codes, and other information contained or

disclosed in any form (written, oral, electronic, or otherwise).

3.2.2

The confidentiality period shall be during the performance of this Agreement and for [one] year after the termination of this Agreement.

After the expiration of the confidentiality period, if the relevant confidential information still constitutes a trade secret or remains

protected by law, the receiving party shall continue to bear the confidentiality obligation until such information enters the public

domain.

3.2.3

During the confidentiality period, the receiving party may only use the confidential information for the purpose of fulfilling this agreement,

and may only disclose it to relevant personnel who have a genuine need to know for the purpose of fulfilling this agreement. The receiving

party shall ensure that its relevant personnel adhere to the same confidentiality obligations as the receiving party. If any relevant

personnel violate the confidentiality obligations, the party to which such personnel belong shall bear all legal responsibilities.

3.2.4

Upon termination or expiration of this Agreement, the receiving party shall, as required by the disclosing party, destroy or return all

confidential information and its copies (including electronic documents) obtained, and provide written confirmation to the disclosing

party.

3.2.5

The confidentiality obligation does not apply to the following information: (a) information that the receiving party legally holds before

disclosure; (b) information that has entered the public domain through no fault of the receiving party; (c) information that the receiving

party legally obtains from a third party with the right to disclose; (d) information that must be disclosed according to applicable laws,

regulatory provisions, or judicial/government orders (provided that the receiving party shall notify the disclosing party in advance

as reasonably practicable).

Article

4: Personnel Management and Operating Terms

4.1

Agreement on idle man-days

In

human resource buyout services, Party A must plan the work tasks for Party B’s personnel, and the specific task allocation shall

be reasonably determined through communication and negotiation between the contact persons of both parties. In the event of personnel

idling, the idle person-days shall be borne by Party A, and Party B shall settle the account with Party A based on the number of buyout

personnel’s attendance person-days.

4.2

Agreement on working hours

During

the period when Party B’s personnel work at Party A’s premises, their working hours shall be calculated based on Party A’s

working schedule as normal working days, with specific work and rest times referring to Party A’s work schedule. Overtime on Saturdays,

Sundays, and working days shall be calculated as overtime. Overtime on national statutory holidays (including mainland China’s

statutory holidays and Hong Kong public holidays, subject to the actual workplace) shall be calculated at no less than three times the

normal hourly wage.

Note:

Party B shall not work overtime without authorization. Overtime work must be officially notified by Party A in writing or via email (the

notification must specify the overtime personnel and the start and end time of overtime). Both parties shall ensure that the overtime

arrangement complies with the relevant provisions of the Employment Ordinance (Chapter 57) of Hong Kong or the Labor Law of the Mainland

(whichever is applicable to the actual workplace).

4.3

Agreement on personnel management

During

the period when Party B’s personnel work at Party A’s premises, they must abide by Party A’s rules and regulations.

If they violate the rules and regulations, disobey management, and the circumstances are serious, and they still do not correct their

behavior after three warnings, Party A has the right to request Party B to replace the personnel, and the newly arranged personnel must

be in place within five working days. At the same time, Party B must pay a penalty to Party A equal to three times the monthly service

fee for each violating personnel. If the penalty is insufficient to compensate for the actual losses caused to Party A, Party B must

compensate Party A according to the actual losses (including but not limited to: Party A’s travel expenses for safeguarding rights,

attorney fees, litigation fees, or arbitration fees, etc. Hereinafter, “losses” includes this content).

If

Party B violates the agreement and fails to arrange for a replacement to be in place within five working days, Party A shall have the

right to require Party B to pay a delay penalty calculated based on the daily service fee of the relevant personnel for each day of delay.

If such penalty is insufficient to compensate Party A for any actual losses incurred, Party B shall make compensation according to the

actual losses suffered by Party A.

4.4

Conventions for office management

Party

A shall establish corresponding contact persons for Party B, responsible for daily communication and coordination with Party B’s

personnel, providing them with a good working environment and corresponding software and hardware environment, cooperating with Party

B in project system installation, testing, implementation, training, operation, as well as supporting the system environment for VPN

remote access.

4.5

Agreement on personnel replacement

Party

A is obligated to maintain the stability of its personnel. Both parties may negotiate personnel rotations based on the situation. In

case of special circumstances such as personnel departure or rotation that necessitates a change, Party B must provide at least thirty

days’ written notice to Party A and offer suitable candidates for Party A to interview. Upon passing the interview, the work handover

shall be carried out. In principle, the handover period is approximately one working week.

4.6

Agreement on personnel return

If

Party A needs to return the personnel who have been bought out, in addition to paying off the attendance costs already incurred, Party

A must also compensate Party B for the losses caused thereby, based on the full-attendance cost of one month for that personnel, except

where Party A returns the personnel due to Party B’s personnel violating Article 4.3 of this agreement or other breaches of contract.

4.7

Agreement on personnel scheduling

Regarding

the human resources bought out by Party A, during the buyout period, without the permission of Party A, Party B shall not arbitrarily

transfer the consultants bought out by Party A (except for resignation).

4.8

Agreement on task allocation

The

work tasks assigned by Party A to Party B’s personnel must be reasonable. If the workload of the tasks arranged by Party A is too

high, resulting in frequent overtime work for Party B’s personnel, Party B has the right to raise a written objection, and both

parties shall negotiate in good faith to adjust the work arrangement.

4.9

Personal data protection

During

the performance of this agreement, if both parties are involved in the handling of personal data, they shall comply with the relevant

provisions of the Personal Data (Privacy) Ordinance of Hong Kong (Chapter 486) and the Personal Information Protection Law of the People’s

Republic of China applicable to Party A. Without the consent of the data subject and legal permission, neither party shall use the personal

data obtained due to this agreement for purposes beyond the scope of this agreement.

Article

5 Liability for Breach of Contract

Upon

the entry into force of this agreement, both Party A and Party B shall fully fulfill their obligations under the agreement. If either

party breaches the agreement, it shall bear the liability for breach of contract as agreed and compensate the other party for any losses

incurred as a result.

Article

6 Cancellation and Termination of the Agreement

6.1

Right of arbitrary termination: From the date of signing this contract, Party A has the right to unilaterally terminate this contract

early by giving a ten (10) days’ notice in writing to Party B. If Party A terminates the contract pursuant to this clause, the

contract shall officially terminate on the tenth day from the date the notice is served to Party B. After the termination of the contract,

Party A shall not be liable for any unpaid service fees, nor shall it pay compensation or indemnity for any preparations made by Party

B to

fulfill

this contract. Party B shall not request Party A to pay the aforementioned unpaid amounts for any reason.

6.2

In any of the following circumstances, one party shall have the right to terminate this agreement by written notice:

(a)

The other party commits a serious breach of any provision under this agreement and fails to rectify such breach within thirty days after

receiving written notice;

(b)

The other party enters into bankruptcy, liquidation, or similar proceedings, or makes an assignment for the benefit of creditors, or

ceases to operate;

(c)

The Agreement cannot be further performed due to the force majeure event lasting for more than thirty days.

6.3

Upon the completion of all obligations under this agreement by both parties, this agreement shall automatically terminate.

6.4

The dissolution or termination of this Agreement shall not affect the validity of the following provisions: (a) Article 3 (Intellectual

Property and Confidentiality Obligations); (b) Article 5 (Liability for Breach of Contract); (c) Article 8 (Dispute Resolution); and

(d) provisions in Article 9 (Other Provisions) that, by their nature, should survive the termination of the Agreement.

Article

7 Force Majeure

7.1

Force majeure, as referred to in this agreement, denotes any objective event that is unforeseeable, unavoidable, and insurmountable by

either party, encompassing but not limited to earthquakes, floods, typhoons (with a tropical cyclone warning signal of No. 8 or above),

tsunamis, wars, riots, strikes, fires, epidemics, or governmental actions.

7.2

If one party is unable to perform this agreement as agreed due to force majeure, it may be partially or fully exempted from liability

depending on the impact of the force majeure. However, it shall promptly notify the other party in writing within seven days after becoming

aware of the occurrence of the force majeure event, and provide relevant supporting documents to the other party within fifteen days

from the date of the end of the force majeure event.

7.3

During the duration of a force majeure event, both parties shall take reasonable measures to mitigate losses. After the force majeure

event ends, the affected party shall resume fulfilling its obligations under this agreement as soon as possible.

Article

8 Dispute Resolution

8.1

Any dispute arising under or in connection with this Agreement shall be resolved by the parties through friendly negotiation first.

8.2

If the negotiation fails, the dispute shall be submitted to the BVI International Arbitration Centre (BVI IAC) for arbitration. The arbitration

shall take place in the British Virgin Islands (BVI) and the language of the arbitration shall be English.

8.3

During the dispute resolution period, except for the matters under dispute, both parties shall continue to fulfill their other obligations

under this agreement.

Article

9: Other Provisions

9.1

Effectiveness

This

agreement shall come into effect upon the signing by the authorized representatives of both parties (if the signatory is a company, the

company seal or steel seal shall be affixed). This agreement is executed in duplicate, with each copy having equal legal effect, and

each party shall hold one copy.

9.2

Entire Agreement

This

agreement constitutes the entire agreement between the parties regarding the subject matter hereof, superseding any previous oral or

written agreements, memorandums of understanding, or communications between the parties regarding the same matter. Any modifications

to this agreement shall be valid only if signed in writing by both parties.

9.3

Document composition and interpretation order

This

agreement, its appendices, and all written documents generated during the performance of this agreement, upon being signed and confirmed

by both parties, shall constitute an integral part of this agreement and shall have the same legal effect as this agreement. Unless otherwise

specified, the order of interpretation shall be based on the later generation time of the document.

9.4

Supplementary Agreement

For

any matters not covered in this agreement, both parties may negotiate and sign a supplementary agreement, which shall have the same legal

effect as this agreement.

9.5

Severability

If

any provision of this Agreement is deemed invalid or unenforceable by a court or arbitration tribunal with jurisdiction, such provision

shall be modified to the extent feasible to fulfill the commercial intentions of both parties, and the remaining provisions shall remain

valid and fully effective.

9.6

Never give up

The

failure or delay of any party to exercise any right or remedy under this Agreement shall not be construed as a waiver of such right or

remedy.

9.7

Notice

All

notices under this Agreement shall be sent in writing (including email) to the mailing address or email address specified at the beginning

of this Agreement. Notices shall be deemed delivered at the following times: (a) personal delivery - upon delivery; (b) email - upon

sending (provided that the sender does not receive a notification of failure to send); (c) registered mail - on the fifth business day

after posting. If either party changes its mailing address or email address, it shall notify the other party in writing five business

days in advance.

The

email addresses for receiving notifications from all parties are as follows:

Party

A

Recipient:

[          ]

Email:

[            ]

Party

B

Recipient:

[           ]

Email:

[              ]

9.8

Governing Law

The

formation, validity, interpretation, performance, and dispute resolution of this agreement shall be governed by the laws of the British

Virgin Islands.

(The

following page is intentionally left blank for the signature of the agreement)

(This

page is for the signature of the agreement)

Party

A: APEXVEST HOLDINGS LIMITED

Party

B: NINETECH TECHNOLOGY (HONGKONG) LIMITED

Seal

Seal

Signed

by authorized representative:

Signed

by authorized representative:

Name

(in regular script): DING WEI

Name

(in regular script):

Position:

CEO

Position:

________________________

Appendix

I

Development

Requirements Specification

Appendix

II

Project

acceptance form template

Party

B (Implementer)

Party

A (the business party)

Project

Name

Party

B’s project manager

Project

Code

delivery

date

deliverables

Delivery

module

Delivery

content (or implementation content)

Opinions

of the business side

review

results

Acceptance approved

Inspection failed

signed

and stamped

Party

A

Party

B

Company

Seal

Company

Seal

Signature

of project leader:

Signature

of project leader:

Date

of signature:

Date

of signature:

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Inno

Holdings Inc. Enters into Development Services Agreement

to

Build AI-Powered Used Mobile Phone Sales Agent

Hong

Kong, China, June 8, 2026 (GLOBE NEWSWIRE) — INNO HOLDINGS INC. (NASDAQ: INHD) (“INNO” or the “Company”)

today announced the execution of a Development Services Agreement (the “Agreement”) with a Hong Kong based AI service provider

(the “Service Provider”). Under the Agreement, the Service Provider will develop an AI-powered used mobile phone sales agent

system (the “Sales AI Agent Project”) on behalf of the Company, with a total contracted service value of USD 3,000,000.

Pursuant

to the Agreement, the Service Provider will deliver end-to-end technical development services including, but not limited to, the architecture

design and implementation of an intelligent sales conversion system, an automated customer acquisition module, AI-driven product recommendation

engines, and integrated data analytics capabilities. The Sales AI Agent Project is designed to automate and optimize core sales workflows

within the Company’s used mobile phone trading business, enhancing lead generation efficiency and improving customer conversion

rates at scale.

“The

used mobile phone market is at a pivotal turning point where AI-driven automation can create decisive competitive advantages,”

said CEO Mr. Ding Wei. “By partnering with specialized technology developers, we are accelerating our ability to deploy intelligent

sales agents that engage customers proactively, increase inventory pricing accuracy, and close transactions faster. We believe this Agreement

represents a meaningful step toward digitizing and scaling our operations in this high-growth segment.”

The

Sales AI Agent Project is currently in its early development stage and has not yet been deployed in the Company’s commercial operations.

The Agreement reflects the Company’s decision to invest in the development of the Sales AI Agent. However, the timing, scope, and

ultimate impact of the project remain subject to continued development, testing, and evaluation. There can be no assurance as to the

timeline or successful implementation of the AI Agent system, and actual results may differ materially from the Company’s current

expectations.

About

Inno Holdings Inc.

INNO

is a trade-focused electronic products trading company and a holding company incorporated in the State of Texas. 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,” “hope,” “design,” “aim” 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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