This $60.0 million ATM program replaces the company's prior $50.0 million ATM sales agreement with the same agent, Aegis Capital Corp., which had been entered into on November 12, 2025 and which the prospectus supplement states "has been terminated according to its terms and conditions." Under that prior program, INNO Holdings disclosed it had received approximately $39,675,127 in proceeds before termination.
The shares are being offered under the company's existing effective shelf registration statement on Form S-3 (File No. 333-284054), declared effective by the SEC on January 10, 2025. Sales may be made directly on Nasdaq, to or through a market maker other than on an exchange, in negotiated transactions, or by other methods permitted under Rule 415(a)(4) of the Securities Act, at the company's discretion as to volume and timing. There is no minimum offering amount, so the actual total public offering price, commissions, and net proceeds are not determinable in advance. The offering is scheduled to terminate automatically on the earlier of December 31, 2026 or the sale of all shares subject to the sales agreement, unless terminated earlier by either party under the agreement's terms.
Aegis Capital Corp. will be paid a fixed commission of 3.0% of gross proceeds from shares sold under the program. The company also agreed to reimburse the sales agent for expenses not to exceed $60,000, plus accountable legal fees of $2,500 following each Form 10-Q filing and $7,500 following each Form 10-K filing incurred by the sales agent's counsel in updating due diligence.
The company stated it currently intends to use net proceeds from the offering for general corporate purposes and general working capital, retaining broad discretion over the precise application of funds; no debt repayment or acquisition use has been disclosed.
The prospectus supplement's dilution table uses an assumed offering price of $1.37 per share, the Nasdaq Official Closing Price of INNO Holdings common stock on May 12, 2026, as a reference point for illustrative purposes only (not a fixed or final offering price, since ATM sales occur at prevailing market prices). At that assumed price, the maximum number of shares issuable under the full $60.0 million program would be approximately 43,795,620 shares. As of March 31, 2026, the company had 420,661 shares of common stock outstanding (post a 1-for-24 reverse stock split effective December 22, 2025) and a historical net tangible book value of approximately $100.11 per share. On a pro forma basis reflecting the 4.1 million shares already issued under the prior ATM agreement for approximately $10 million of net proceeds, pro forma net tangible book value was approximately $11.61 per share. Giving further effect to the full assumed issuance under this new $60.0 million program at $1.37 per share, pro forma as adjusted net tangible book value would be approximately $2.29 per share, reflecting an immediate decrease of $9.33 per share to existing stockholders and immediate dilution of $(0.92) per share to new investors purchasing at the assumed price, according to the prospectus supplement's dilution table. These figures are illustrative based on the maximum program size and the May 12, 2026 reference price; actual dilution will depend on the number of shares actually sold and at what prices.
Kirton McConkie, P.C., based in Salt Lake City, Utah (not Texas, correcting the prior summary), is serving as special Texas counsel to the company and delivered its legal opinion on the legality of the shares, filed as Exhibit 5.1 to the May 20, 2026 Form 8-K and dated May 20, 2026. According to the press release, McCarter & English, LLP is acting as U.S. counsel to the company, and Kaufman & Canoles, P.C. is acting as U.S. counsel to Aegis Capital Corp. in connection with the sales agreement.
No pricing 8-K, free-writing prospectus, or separate underwriting agreement beyond the at-the-market sales agreement (filed as Exhibit 1.1 to the May 20, 2026 Form 8-K) has been identified, consistent with the nature of an ATM program, which does not price as a single discrete transaction. No greenshoe or over-allotment option applies to this ATM structure. Subsequent 8-Ks filed by the company in June and July 2026 relate to a Nasdaq trading halt and related special committee investigation into unusual trading activity, and do not disclose updates on amounts sold under this ATM program; accordingly the offering's actual utilization, final proceeds, and closing/termination status beyond what is described above are not disclosed in the available filings.