INNO HOLDINGS INC美股招股说明书(2025-09-11版)

INNO HOLDINGS INC. INNO Holdings Inc. (the “Company” or “we” or “our” or “us”) is offering 1,200,000 shares (“Shares”) of the Company’s CommonStock, no par value (“Common Stock”), pursuant to this prospectus supplement and the accompanying prospectus, at an offering priceof $3.60 per Share. We are also offering to those purchasers, if any, whose purchase of common stock in this offering would otherwise result in thepurchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99% of our outstanding commonstock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-fundedwarrants (each a “Pre-Funded Warrant”) exercisable at an exercise price of $0.00001 per share. The purchase price of each Pre-Funded Warrant is $3.59999 (equal to the price per share of common stock being sold to the public in this offering, minus $0.00001).The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants areexercised in full. For each Pre-Funded Warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis.This offering also includes the shares of common stock issuable from time to time upon exercise of the Pre-Funded Warrants. Our shares of Common Stock are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “INHD.” On September 9, 2025,the last reported sale price of our Common Stock on Nasdaq was $7.19 per share. As of September 10, 2025, the aggregate marketvalue of our outstanding Common Stock held by non-affiliates was approximately $103,709,776, which we calculated based on10,948,482 outstanding shares of common stock as of September 5, 2025, of which 10,747,127 shares were held by non-affiliates, anda price per share of $9.65 as of September 6, 2025, which is a date within 60 days prior to the filing date of this prospectussupplement. There is no established trading market for the Pre-Funded Warrants and we do not intend to list the Pre-Funded Warrants on anysecurities exchange or nationally recognized trading system. As of the date of this prospectus, we have offered an aggregate of $3,265,000 of shares, including (i) $529,000 of shares pursuant toProspectus Supplement filed on June 4, 2025, (ii) $1,200,000 of shares pursuant to Prospectus Supplement filed on June 17, 2025, and(iii) $1,536,000 or shares pursuant to Prospectus Supplement filed on August 26, 2025, all of which, and together with this prospectussupplement, form part of our “shelf” registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission(“SEC”) on December 26, 2024 (File No. 333-284054) and declared effective by the SEC on January 10, 2025. We intend to use the proceeds from this offering for general corporate purposes, including working capital, daily operations andbusiness expansions. See “Use of Proceeds.” Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-9 of this prospectussupplement for a discussion of information that should be considered in connection with an investment in our securities. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. We are an “emerging growth company” and a “smaller reporting company” as defined in the Jumpstart Our Business Startups Act of2012, and have elected to comply with certain reduced public company reporting requirements. We have engaged Aegis Capital Corp. (“Aegis”) to act as our exclusive placement agent (the “Placement Agent”) in connection withthis offering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by thisprospectus supplement. The placement agent is not purchasing or selling any of the securities we are offering and the placement agentis not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay placementagent fees to the placement agent as set forth in the table below, which assumes that we sell all of the securities offered by thisprospectus supplement. We have agreed to pay to the Placement Agent such fees set forth in the table below. The securities in thisoffering will be delivered directly to investors upon our receipt of investor funds, without any escrow, trust or similar arrangement forthe funds. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertaintyabout whether we would be able to use such funds to effectively implement our business plan. See the section entitled “Risk Factors” for more information. We will bear all costs associated with the offering. See “Plan of Distribution” beginning on page S-14 thisprosp