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
Date
of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
2465 Farm Market 359 South
Brookshire, TX 77423
(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 | ||
| The
|
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 5.07 Submission of Matters to a Vote of Security Holders.
On March 17, 2025, Inno Holdings Inc. (the “Company”) held its virtual 2025 Annual Stockholders Meeting (the “Meeting”).
As of the close of business on February 13, 2025, the record date for the determination of stockholders entitled to vote at the Meeting, there were 4,410,482 shares of the Company’s common stock, no par value per share, issued and outstanding, with each share entitled to one vote on each proposal at the Meeting. At the Meeting, the combined holders of 4,012,102 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 90.97% of the outstanding voting shares, and thereby a quorum pursuant to the Texas Business Organizations Code and the amended and restated bylaws of the Company was present for the transaction of business at the Meeting.
The final results for each of the matters considered at the Meeting were as follows:
| 1. | Election of the five nominees to the Board of Directors of the Company. |
| Name | Votes For | Votes Against | Withheld | Broker Non-Votes | ||||||||||||
| Ding Wei | 3,803,797 | 0 | 531 | 207,744 | ||||||||||||
| Mengshu Shao | 3,803,747 | 0 | 581 | 207,744 | ||||||||||||
| Yufang Qu | 3,803,757 | 0 | 571 | 207,744 | ||||||||||||
| Tao Tu | 3,803,747 | 0 | 581 | 207,744 | ||||||||||||
| Yongbo Mo | 3,803,777 | 0 | 551 | 207,744 | ||||||||||||
Each director nominee was elected to serve as a director until the Company’s 2026 annual meeting of stockholders, or until such person’s successor is duly elected and qualified, or until such person’s earlier resignation, death or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.
| 2. | Ratification of the selection by the Board of Directors of the Company of JWF Assurance PAC as its independent auditor for the fiscal year ending September 30, 2025. |
| Votes For | Votes Against | Abstentions | ||||||||
| 4,004,534 | 6,091 | 1,447 | ||||||||
The affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was approved.
| 3. | To approve the potential issuance of shares of the Company’s common stock under the standby equity purchase agreement effective as of January 28, 2025. |
| Votes For | Votes Against | Abstentions | ||||||||
| 3,794,887 | 7,921 | 1,520 | ||||||||
The affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was approved.
| 4. | To approve the Company’s 2025 Omnibus Incentive Plan (the “2025 Plan”), which authorizes an aggregate of 880,000 of the Company’s shares of common stock or options to purchase shares of common stock for issuance under the 2025 Plan. |
| Votes For | Votes Against | Abstentions | ||||||||
| 3,786,804 | 15,959 | 1,565 | ||||||||
The affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was approved.
| 5. | To approve adjourning the Annual Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of the any of Proposals 1 through 4 at the time of the Annual Meeting. |
| Votes For | Votes Against | Abstentions | ||||||||
| 3,953,875 | 56,473 | 1,531 | ||||||||
The affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was approved.
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: | CEO | |
Date: March 18, 2025