UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 18, 2025, Inno Holdings Inc. (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-24 reverse stock split (the “Split”) of its shares of common stock, with no par value (the “Common Stock”) that became effective at 12:01 a.m. on December 22, 2025. No fractional shares will be issued in connection with the Split and fractional amounts will be rounded up to the next highest whole number at the participant level.
As a result of the Split, the number of issued and outstanding shares of common stock reduced from 97,948,480 shares to approximately 4,081,224 shares, which includes 37 participant-level round-up shares that will be issued.
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 and is incorporated herein by reference.
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 December 18, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: December 22, 2025 | By: | /s/ Ding Wei |
| Name: | Ding Wei | |
| Title: | Chief Executive Officer | |
| 3 |