Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On December 11, 2024, Inno Holdings Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with nine non-U.S. investors (the "Purchasers"), pursuant to which the Company agreed to issue and sell in a private placement offering (the "Private Placement") an aggregate of 700,000 shares (the "Shares") of common stock, no par value, at a purchase price per share of $2.50, for gross proceeds of approximately $1.75 million, of which proceeds will be used for working capital and other general corporate purposes.

The Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") and were not offered pursuant to the Registration Statement and were offered pursuant to the exemption provided in Rule 903 of Regulation S under the Securities Act of the Securities Act because all of the investors were non-U.S. Persons (as defined under Rule 902 Section (k)(2)(i) of Regulation S).

In connection with the Private Placement, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the Purchasers, pursuant to which, among other things, the Company is required to prepare and file with the Securities and Exchange Commission (the "SEC") one or more registration statements to register for the resale of the Shares no later than January 31, 2025. The Company is required to use best efforts to have such registration statement(s) (collectively, the "Registration Statement") declared effective as promptly as possible thereafter.

The Purchase Agreement has been filed as exhibits to this Current Report on Form 8-K (this "Form 8-K") to provide investors and stockholders with information regarding their terms. It is not intended to provide any other information about the parties to the Purchase Agreement, or any of their respective affiliates. The representations, warranties and covenants in the Purchase Agreement were made only for the purposes of such agreements and as of specified dates. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement. Accordingly, the representations, warranties and covenants may not accurately represent the current state of the Company's affairs at any time.

The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are subject to and qualified in their entirety by reference to the full text of the agreements, copies of which (or forms thereof) are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.