Inno Holdings Inc. Enters into Securities Purchase Agreement with Non-U.S. Investors

Inno Holdings Inc. (NASDAQ:INHD) recently disclosed in an 8-K filing with the Securities and Exchange Commission that on November 13, 2024, they entered into a Securities Purchase Agreement. This agreement involved nine non-U.S. investors, referred to as the Purchasers, in a private placement offering. The Company agreed to issue and sell a total of 729,167 shares of common stock, no par value, at a price of $4.80 per share, resulting in gross proceeds amounting to approximately $3.5 million. These proceeds are designated for applications such as working capital and other general corporate purposes.

It is important to note that the Shares issued in this Private Placement have not been registered under the Securities Act of 1933, as amended, and were offered utilizing the exemption provided in Rule 903 of Regulation S under the Securities Act. This exemption was applicable as all the investors involved were classified as non-U.S. Persons as defined in Rule 902 Section (k)(2)(i) of Regulation S.

Subsequent to the Private Placement, the Company also executed a registration rights agreement with the Purchasers, as disclosed in the filing. Under this agreement, Inno Holdings Inc. is obligated to prepare and file one or more registration statements with the SEC to register for the resale of the Shares before December 31, 2024. The Company has committed to employing best efforts to expedite the process of having the registration statement(s) declared effective post-filing.

The Company has included the Purchase Agreement as an exhibit to the Current Report on Form 8-K in order to provide shareholders and investors with relevant information about the transaction. It should be understood that the representations, warranties, and covenants set forth in the Purchase Agreement were made for specific purposes within the agreements and as of specified dates. These representations may not reflect the current state of the Company’s affairs accurately.

Further details about the Purchase Agreement and the Registration Rights Agreement are contained in the original documents, which are attached to the filing as Exhibits 10.1 and 10.2. Interested parties may refer to these exhibits for a comprehensive understanding of the terms and conditions.

This 8-K filing also incorporates details relevant to the unregistered sales of equity securities within the Item 3.02 section, providing additional insights into the exempt status of the offering under Rule 903 of Regulation S.

For a complete list of exhibits and additional documentation related to the transactions, shareholders and investors are encouraged to refer to the full text of the filing on the SEC’s website.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Inno’s 8K filing here.

Inno Company Profile

Inno Holdings Inc manufactures and sells cold-formed-steel members, castor cubes, mobile factories, and prefabricated homes in the United States. The company provides cold-formed steel framing and a mobile factory for off-site equipment rental, sales, service, and support. It serves in residential, commercial, industrial, and infrastructure projects.