UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry Into A Material Definitive Agreement.
As previously disclosed, on December 4, 2023, Inno Holdings Inc. (the “Company”) entered into that certain underwriting agreement (the “Underwriting Agreement”) with AC Sunshine Securities LLC (the “Representative”), as representative of the underwriters listed on Schedule A thereto. On March 1, 2024, Company and the Representative entered into a limited waiver of underwriting agreement (the “Limited Waiver”).
Pursuant to the Limited Waiver, the Company and the Representative agreed to waive certain provisions of the Underwriting Agreement, including (i) the lock-up period pursuant to Section 3(n), (ii) the restriction on continuous offerings pursuant Section 3(o), (iii) the Representative’s right of first refusal pursuant to Section 3(q), (iv) the Representatives right to participate in any tail financing pursuant to Section 3(r) and (v) the Representative’s observer’s rights pursuant to Section 12.
Additionally, on March 1, 2024, the Company entered into a warrant assumption agreement (the “Assumption Agreement”) with the Representative to assume those certain underwriter’s warrants (the “Warrants”) for the purchase an aggregate amount of 201,250 shares of the Company’s common stock no par value, issued by the Company to the Representative on December 18, 2023, in connection with the Company’s initial public offering. Pursuant to the Assumption Agreement, the Company paid an aggregate amount of $13,000 for the assumption of the Warrants. As of March 1, 2024, the Warrants are no longer outstanding.
The foregoing description of the Limited Waiver and Assumption Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Limited Waiver and Assumption Agreement, which Are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
Exhibit No. |
Description | |
| 10.1 | Limited Waiver of Underwriting Agreement, dated March 1, 2024, by and between the Company and the Representative. | |
| 10.2 | Warrant Assumption Agreement, dated March 1, 2024, by and between the Company and the Representative | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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/ Dekui Liu | |
| Name: | Dekui Liu | |
| Title: | Chief Executive Officer, Director and Chairman | |
Date: March 4, 2024