INNO HOLDINGS INC. 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ending September 30 , 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from __________ to __________. Commission file number: 001-41882 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 87-4294543 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 2465 Farm Market 359 South , Brookshire , TX 77423 (Address of principal executive offices, including ZIP Code) (800) 909-8800 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of each exchange on which registered Common stock, no par value INHD The Nasdaq Stock Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of March 31, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $ 2,798,633 . As of December 3, 2024, there were 3,057,043 shares of common stock, no par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None . Audit Firm Id Auditor Name: Auditor Location: 2485 Simon & Edward, LLP Rowland Heights, California 0 5854 TAAD LLP Diamond Bar, California EXPLANATORY NOTE Inno Holdings Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No.1”) to its Annual Report on Form 10-K for the year ended September 30, 2024, initially filed on December 9, 2024 (referred to as the “Original Report”). Amendment No. 1 is being filed to (i) amend and restate Part II, Item 9A of the Original Report to include management’s assessment of internal control over financial reporting, which was inadvertently omitted from the Original Report, and (ii) to correct an inadvertent omission of certain language from paragraph 4 of the certification of its Chief Executive Officer filed as Exhibit 31.1 and the certification of its Chief Financial Officer filed as Exhibit 31.2 to the Original Report. In addition, the Company is filing new certificates under Section 906 of the Sarbanes-Oxley Act of 2002 with this Form 10-K/A as Exhibit 32.1 and Exhibit 32.2 hereto. This Amendment No. 1 should be read in conjunction with the Original Report, which continues to speak as of the date of the Original Report. Other than as specifically set forth herein, this Amendment No. 1 does not modify or update disclosures in the Original Report. Accordingly, this Amendment No. 1 does not reflect events occurring after the filing of the Original Report or modify or update any related or other disclosures. 2 ITEM 9A. CONTROLS AND PROCEDURES Internal Control over Financial Reporting Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our Board, senior management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We continue to review our internal control over financial reporting and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the control deficiencies identified during this evaluation and set forth below, our senior management has concluded that we did not maintain effective internal control over financial reporting as of September 30, 2024 due to the existence of a material weakness in internal control over financial reporting as described below. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. The material weakness identified relates to lack of adequate policies and procedures in internal control function to ensure that proper control and procedures have been designed and implemented over key business cycles. We have initiated remediation efforts, including engaging external consultants and will continue to monitor and enhance our internal controls. Disclosure Controls and Procedures An evaluation was performed under the supervision of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of September 30, 2024, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms due to material weaknesses in our internal controls described below. ● Lack of adequate policies and procedures in internal control function to ensure that proper control and procedures have been designed and implemented over key business cycles. 3 We plan to hire additional personnel or consultant with relevant experience and qualifications to design and implement internal control over key business cycles to strengthen the internal control system. However, we cannot assure you that we will remediate our material weaknesses in a timely manner. Inherent Limitations Over Internal Controls Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our control systems are designed to provide such reasonable assurance of achieving their objectives. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Changes in Internal Control over Financial Reporting Other than the ongoing remediation efforts described above, we have made no change in our internal control over financial reporting during the last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed as part of this report: (1) Financial Statements All financial statements of the Company as set forth under Item 8 of the Original Report. (2) Financial Statement Schedules All schedules have been omitted because the required information is included in the financial statements or notes thereto or because they are not required. (3) Exhibits. The following exhibits are filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K/A. 4 EXHIBIT INDEX Incorporated by Reference Exhibit Description Schedule/ Form File Number Exhibits Filing Date 3.1 Amended and Restated Certificate of Formation dated July 14, 2023 S-1 333-273429 3.5 October 20, 2023 3.2 Amended and Restated Bylaws of Inno Holdings Inc., dated December 18, 2023 8-K 001-41882 3.1 December 18, 2023 4.1 Underwriter’s Warrant, dated December 18, 2023, issued by Inno Holdings Inc. 8-K 001-41882 4.1 December 18, 2023 4.2 Form of Common Stock Certificate S-1 333-273429 4.1 October 20, 2023 4.3 Description of Inno Holding Inc.’s Capital Stock 10-K 001-41882 4.3 January 16, 2024 10.1 Form of Indemnification Agreement S-1 333-273429 10.1 October 20, 2023 10.2++ Development and Supply Agreement, by and between Vision Fund LP and Inno Metal Studs Corp, dated March 24, 2023. S-1 333-273429 10.2 October 20, 2023 10.3++ Addendum to Development and Supply Agreement, by and among Vision Opportunity Fund LP, New Vision 101 LLC and Inno Metal Studs Corp, dated August 9, 2023. S-1 333-273429 10.5 October 20, 2023 10.4 Inno Holdings Inc. 2023 Omnibus Incentive Plan 10-K 001-41882 10.4 January 16, 2024 10.5 Offer Letter, by and between Inno Holdings, Inc. and Tianwei Li, dated July 14, 2023. S-1 333-273429 10.4 October 20, 2023 10.6 Agreement for Purchase and Sale and Escrow Instructions, dated January 4, 2024 8-K 001-41882 10.1 January 16, 2024 10.7 Limited Waiver of Underwriting Agreement, dated March 1, 2024, by and between the Company and the Representative. 8-K 001-41882 10.1 March 4, 2024 10.8 Warrant Assumption Agreement, dated March 1, 2024, by and between the Company and the Representative 8-K 001-41882 10.2 March 4, 2024 10.9 SPA I, dated September 6, 2024, by and between the Company, Zfounder, West Lake Club, Next Level and each of the investors signatory thereto. 8-K 001-41882 10.1 September 12, 2024 10.10 SPA II, dated September 6, 2024, by and between the Company, Zfounder, and each of the investors signatory thereto. 8-K 001-41882 10.2 September 12, 2024 10.11 SPA III, dated September 6, 2024, by and between the Company, Zfounder, West Lake Club, Next Level and each of the investors signatory thereto. 8-K 001-41882 10.3 September 12, 2024 14.1 Code of Business Conduct and Ethics 10-K 001-41882 14.1 January 16, 2024 19.1** Insider Trading Policy and Procedures 21.1 List of Subsidiaries of the Registrant S-1 333-273429 21.1 October 20, 2023 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Inno Holdings Inc. Incentive Based Compensation Recoupment Policy 10-K 001-41882 97.1 January 16, 2024 99.1 Audit Committee Charter 10-K 001-41882 99.1 January 16, 2024 99.2 Compensation Committee Charter 10-K 001-41882 99.2 January 16, 2024 * Filed or furnished herewith. ** Previously filed. ++ Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10). The omitted information is not material and would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish an unredacted copy to the SEC upon its request. # Certain schedules and exhibits have been omitted in compliance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon its request. 5 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INNO HOLDINGS, INC. By: /s/ Ding Wei Ding Wei Chief Executive Officer (Principal Executive Officer) Date: February 25, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Ding Wei Chief Executive Officer, Director and Chairman February 25, 2025 Ding Wei (Principal Executive Officer) /s/ Mengshu Shao Chief Financial Officer and Director February 25, 2025 Mengshu Shao (Principal Financial and Accounting Officer) /s/ Yufang Qu Director February 25, 2025 Yufang Qu /s/ Tao Tu Director February 25, 2025 Tao Tu /s/ Yongbo Mo Director February 25, 2025 Yongbo Mo 6