Inno Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 11, 2025, Inno Holdings Inc. (the “Company”) held a special meeting of stockholders (as previously adjourned on August 11, 2025, the “Special Meeting”). As of the close of business on July 22, 2025, the record date for the Special Meeting, there were 7,748,482 shares of common stock, no par value (“Common Stock”), outstanding and entitled to vote. Holders of 5,525,231 shares of the Company’s stock entitled to vote at the Special Meeting were represented in person or by proxy constituting a quorum. The matters described below were submitted to a vote of the Company’s stockholders at the Special Meeting. Each proposal is described in detail in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on July 29, 2025. All proposals were approved by the Company’s stockholders at the Special Meeting.
Proposal 1 - The Reverse Stock Split Proposal
A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Formation, as amended, to effect, at the discretion of the Board of Directors (the “Board”), a reverse stock split of all of the outstanding shares of the Company’s Common Stock, at a ratio in the range of 1-for-5 to 1-for-25, with such ratio to be determined by the Board in its sole discretion and included in a public announcement. The results of the voting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 5,451,680 | 73,489 | 62 | - |
Proposal 2 – Approval of the Potential Issuance of Common Stock
As previously reported, the Company entered into a Standby Equity Purchase Agreement (the “Agreement”), effective July 4, 2025. At the Special Meeting, the stockholders voted to authorize, for the purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of the Common Stock pursuant to the terms of the Agreement, up to an aggregate of 25,000,000 shares of Common Stock. The results of the voting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 5,508,897 | 16,334 | 0 | - |
Proposal 3 - The Adjournment Proposal
A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals (the “Adjournment Proposal”). The results of the voting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 5,452,153 | 72,810 | 268 | - |
Although the Adjournment Proposal received sufficient votes to be approved, no motion to adjourn the Special Meeting was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
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: August 13, 2025 | By: | /s/ Ding Wei |
| Name: | Ding Wei | |
| Title: | Chief Executive Officer | |