[PART I FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements and related disclosures for INNO HOLDINGS INC [ITEM 1: Financial Statements](index=4&type=section&id=ITEM%201%3A%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for INNO HOLDINGS INC., including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with detailed notes explaining the company's financial position, performance, and significant accounting policies for the periods ended June 30, 2024, and September 30, 2023 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Provides a snapshot of the company's assets, liabilities, and equity as of June 30, 2024, and September 30, 2023 | Metric | June 30, 2024 (Unaudited) | September 30, 2023 | Change (%) | | :-------------------------- | :------------------------ | :----------------- | :--------- | | Cash and cash equivalent | $1,890,903 | $4,898 | 38500% | | Total current assets | $2,545,681 | $1,188,858 | 114% | | Total assets | $4,373,336 | $2,545,762 | 72% | | Total current liabilities | $1,279,072 | $4,102,685 | -69% | | Total liabilities | $1,358,745 | $4,489,348 | -70% | | Additional paid in capital | $10,676,534 | $2,830,000 | 277% | | Accumulated deficit | $(7,451,492) | $(4,524,815) | 65% | | Total equity (deficit) | $3,014,591 | $(1,943,586) | 255% | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net loss for the three and nine months ended June 30, 2024 and 2023 | Metric | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | Change (%) | 9 Months Ended June 30, 2024 | 9 Months Ended June 30, 2023 | Change (%) | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------------------------- | :--------------------------- | :--------- | | Revenues | $45,682 | $104,058 | -56% | $395,495 | $501,672 | -21% | | Costs of materials and labor | $25,549 | $103,886 | -75% | $404,157 | $472,710 | -15% | | Selling, general and administrative expenses | $1,032,165 | $608,855 | 70% | $2,919,899 | $1,628,307 | 79% | | Bad debt expense | $0 | $867,360 | -100% | $59,935 | $1,267,960 | -95% | | Loss from operations | $(1,034,437) | $(1,493,807) | -31% | $(3,078,135) | $(2,917,852) | 5% | | Net loss attributable to INNO HOLDINGS INC. | $(1,064,702) | $(1,466,781) | -27% | $(2,926,677) | $(2,864,167) | 2% | | Basic and Diluted Losses Per Share | $(0.05) | $(0.08) | -37.5% | $(0.15) | $(0.16) | -6.25% | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Outlines the changes in the company's equity components, including common shares and accumulated deficit, between September 30, 2023, and June 30, 2024 | Metric | September 30, 2023 | June 30, 2024 (Unaudited) | Change | | :-------------------------- | :----------------- | :------------------------ | :----- | | Common Shares | 18,251,726 | 20,751,726 | 2,500,000 shares issued upon IPO completion | | Additional Paid in Capital | $2,830,000 | $10,676,534 | $7,846,534 increase | | Accumulated Deficit | $(4,524,815) | $(7,451,492) | $(2,926,677) increase in deficit | | Total Equity (Deficit) | $(1,943,586) | $3,014,591 | $4,958,177 increase | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes the cash inflows and outflows from operating, investing, and financing activities for the nine months ended June 30, 2024 and 2023 | Cash Flow Activity | 9 Months Ended June 30, 2024 | 9 Months Ended June 30, 2023 | Change | | :---------------------------------- | :--------------------------- | :--------------------------- | :----- | | Net cash used in operating activities | $(4,859,567) | $(1,066,467) | $(3,793,100) increase in usage | | Net cash used in investing activities | $(412,231) | $(226,900) | $(185,331) increase in usage | | Net cash provided by financing activities | $7,157,803 | $1,356,096 | $5,801,707 increase | | CASH AND CASH EQUIVALENT, beginning of period | $4,898 | $50,628 | $(45,730) decrease | | CASH AND CASH EQUIVALENT, ending of period | $1,890,903 | $113,357 | $1,777,546 increase | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations and additional information supporting the condensed consolidated financial statements [Note 1 — Nature of business and organization](index=9&type=section&id=Note%201%20%E2%80%94%20Nature%20of%20business%20and%20organization) Describes the company's primary business activities, organizational structure, and recent corporate changes - Company is primarily engaged in marketing and sale of construction products and full-scope construction services in the US[10](index=10&type=chunk) - Increased ownership in Castor Building Tech LLC to **55%** retroactively from January 18, 2022[10](index=10&type=chunk) - Voluntarily terminated Inno Research Institute LLC on January 27, 2024, transferring R&D activities to Inno AI Tech Corp[11](index=11&type=chunk) - Incorporated Inno Disrupts Inc. (Jan 2024) for building remodeling and Inno AI Tech Corp. (Feb 2024) for AI tech research and consulting[12](index=12&type=chunk) [Note 2 — Basis of Presentation and Summary of significant accounting policies](index=9&type=section&id=Note%202%20%E2%80%94%20Basis%20of%20Presentation%20and%20Summary%20of%20significant%20accounting%20policies) Explains the accounting principles used in preparing the financial statements and outlines key accounting policies - Financial statements prepared in accordance with U.S. GAAP, with interim disclosures condensed[13](index=13&type=chunk)[14](index=14&type=chunk) - Substantial doubt about the Company's ability to continue as a going concern due to **accumulated deficit of $7,451,492** and **net loss of $2,962,072** for the nine months ended June 30, 2024, and **net cash used in operations of $4,859,567**[16](index=16&type=chunk) - Company adopted ASC 606 for revenue recognition, recognizing revenue when performance obligations are satisfied, and ASC 842 for leases, recording ROU assets and lease liabilities[26](index=26&type=chunk)[37](index=37&type=chunk) - Recently issued ASUs on Income Taxes (2023-09), Segment Reporting (2023-07), and Fair Value Measurement (2022-03) are being evaluated for potential impact, with adoption required in fiscal years 2025 or 2026[44](index=44&type=chunk)[45](index=45&type=chunk) [Note 3 — Accounts Receivable, Net](index=16&type=section&id=Note%203%20%E2%80%94%20Accounts%20Receivable%2C%20Net) Details the composition of accounts receivable and the allowance for credit losses for the specified periods | Metric | June 30, 2024 (Unaudited) | September 30, 2023 | | :----------------------------------- | :------------------------ | :----------------- | | Accounts receivable, net | $0 | $70,435 | | Allowance for credit losses, beginning | $1,267,960 | $0 | | Provision for credit loss | $59,935 | $1,267,960 | | Write-offs | $(1,327,895) | $0 | | Allowance for credit losses, end | $0 | $1,267,960 | [Note 4 — Inventories](index=16&type=section&id=Note%204%20%E2%80%94%20Inventories) Presents the breakdown of inventory by type, including raw materials and production inventory | Inventory Type | June 30, 2024 (Unaudited) | September 30, 2023 | | :----------------- | :------------------------ | :----------------- | | Raw material | $73,452 | $134,299 | | Production inventory | $264,978 | $259,994 | | Total | $338,430 | $394,293 | [Note 5 — Deferred offering costs](index=16&type=section&id=Note%205%20%E2%80%94%20Deferred%20offering%20costs) Explains the treatment and disposition of costs incurred in connection with the company's initial public offering | Metric | June 30, 2024 (Unaudited) | September 30, 2023 | | :------------------------ | :------------------------ | :----------------- | | Deferred offering costs | $0 | $538,765 | - The entire amount of deferred offering costs was charged to additional paid-in capital upon the completion of the initial public offering on December 18, 2023[50](index=50&type=chunk) [Note 6 — Prepayments and other current assets](index=16&type=section&id=Note%206%20%E2%80%94%20Prepayments%20and%20other%20current%20assets) Itemizes various prepaid expenses and other current assets held by the company | Asset Type | June 30, 2024 (Unaudited) | September 30, 2023 | | :------------------------------------------ | :------------------------ | :----------------- | | Prepaid marketing and promotional services | $128,368 | $0 | | Advance to other service providers | $66,748 | $0 | | Advance to suppliers | $25,127 | $87,217 | | Prepaid insurance | $79,840 | $3,663 | | Prepaid for services by stock grants | $0 | $83,333 | | Other prepayments and current assets | $16,265 | $6,254 | | Total | $316,348 | $180,467 | [Note 7 — Property and equipment, net](index=18&type=section&id=Note%207%20%E2%80%94%20Property%20and%20equipment%2C%20net) Provides a breakdown of the company's property and equipment, net of accumulated depreciation | Asset Type | June 30, 2024 (Unaudited) | September 30, 2023 | | :------------------------- | :------------------------ | :----------------- | | Machinery and equipment | $346,900 | $346,900 | | Office equipment | $3,064 | $5,488 | | Motor vehicles | $109,276 | $64,082 | | Construction-in-progress | $846,054 | $497,000 | | Leasehold improvements | $18,000 | $54,049 | | Total | $1,323,294 | $967,519 | | Less: accumulated depreciation | $(136,153) | $(97,935) | | Property and equipment, net | $1,187,141 | $869,584 | - Construction-in-progress is related to the project to expand the Company's operation and manufacturing capabilities in the factory in Texas[53](index=53&type=chunk) - Recorded **$23,911 impairment loss** for leasehold improvements due to early termination of a lease in Corona, CA[54](index=54&type=chunk) [Note 8 — Loans payable](index=18&type=section&id=Note%208%20%E2%80%94%20Loans%20payable) Details the company's outstanding loan obligations, including revolving lines of credit and promissory notes | Loan Type | June 30, 2024 (Unaudited) | September 30, 2023 | | :------------------------ | :------------------------ | :----------------- | | Revolving line of credit | $0 | $560,000 | | Short term loan (no interest) | $50,000 | $230,000 | | Promissory note payable (total) | $123,414 | $160,239 | | - Current portion | $51,287 | $49,393 | | - Non-current portion | $72,127 | $110,846 | - The revolving line of credit with Origin Bank was fully paid off and closed as of June 30, 2024[54](index=54&type=chunk) [Note 9 — Related party transactions](index=19&type=section&id=Note%209%20%E2%80%94%20Related%20party%20transactions) Discloses financial transactions and balances with related parties, including former executives and affiliated entities | Related Party | June 30, 2024 (Unaudited) | September 30, 2023 | | :-------------------------- | :------------------------ | :----------------- | | Amount due to Mr. Dekui Liu (Former CEO) | $2,000 | $327,372 | | Accounts payable – related party (Yunited) | $0 | $50,000 | | Accounts payable – related party (Baicheng) | $0 | $485,595 | | Outstanding balance due to Zfounder and Wise Hill | $0 | $177,000 | - Mr. Dekui Liu resigned as CEO, Chairman, and Director effective May 31, 2024, and transferred his shares[57](index=57&type=chunk) - Entered into a **$15,875,800 development and supply agreement** with Vision 101 (related party), with **$257,685 received as deferred revenue** and no revenue recognized as of June 30, 2024[61](index=61&type=chunk) [Note 10 — Equity](index=21&type=section&id=Note%2010%20%E2%80%94%20Equity) Describes the company's equity structure, including common stock and the impact of its initial public offering | Metric | June 30, 2024 (Unaudited) | September 30, 2023 | | :----------------------------------- | :------------------------ | :----------------- | | Common Stock Issued and Outstanding | 20,751,726 | 18,251,726 | | Total Authorized Shares | 100,000,000 | 100,000,000 | - Completed an Initial Public Offering (IPO) on December 18, 2023, issuing **2,500,000 shares at $4.00 per share**, generating **$10,000,000 gross proceeds** and **$8,450,000 net cash**[68](index=68&type=chunk)[69](index=69&type=chunk) - Paid **$13,000** to assume underwriters' warrants, reducing Additional Paid-in Capital, and the warrants are no longer outstanding as of June 30, 2024[68](index=68&type=chunk) [Note 11 — Concentration of risk](index=22&type=section&id=Note%2011%20%E2%80%94%20Concentration%20of%20risk) Identifies significant concentrations of risk related to cash deposits, customer revenues, and supplier accounts payable - As of June 30, 2024, the Company had **$1,199,883** in uninsured deposits with two financial institutions, exceeding the FDIC insurance limit[70](index=70&type=chunk) - For the three and nine months ended June 30, 2024, **one customer accounted for 98% and 100% of total revenues**, respectively, indicating high customer concentration risk[72](index=72&type=chunk) - As of June 30, 2024, accounts payable to **two suppliers accounted for 56% of total accounts payable**, indicating vendor concentration risk[72](index=72&type=chunk) [Note 12— Commitments and contingencies](index=22&type=section&id=Note%2012%E2%80%94%20Commitments%20and%20contingencies) Outlines the company's contractual commitments, lease obligations, and potential contingent liabilities - Entered a new Texas lease (Jan 2024 - Jan 2027) with monthly rent of **$18,000**, and prepaid lease payments until December 31, 2026, securing a rent-free period for 2027[74](index=74&type=chunk) - Terminated Corona, CA lease, recognizing a **$24,710 loss**, and later settled for **$55,000**, resulting in **$44,204 non-operating income**[75](index=75&type=chunk) | Lease Metric | June 30, 2024 | September 30, 2023 | | :-------------------------------- | :------------ | :----------------- | | Operating lease ROU assets | $630,663 | $437,770 | | Total operating lease liabilities | $79,578 | $488,094 | | Average discount rate | 9.5% | 8% | - Agreement to acquire a **$14.6 million real property** in Pomona, CA, was terminated on April 29, 2024, and the **$440,000 deposit was fully refunded**[80](index=80&type=chunk) - Received a Nasdaq notice on April 12, 2024, for non-compliance with the minimum bid price requirement (**$1.00**), with a **180-calendar day compliance period until October 9, 2024**[82](index=82&type=chunk)[83](index=83&type=chunk) [ITEM 2: Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=ITEM%202%3A%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting key performance indicators, revenue and expense trends, and liquidity. It discusses the impact of the IPO on cash resources, ongoing challenges with profitability, and the need for additional capital, while also outlining strategies to mitigate risks and improve efficiency [Cautionary Note Regarding Forward-Looking Statements](index=25&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) Advises readers on the inherent uncertainties and risks associated with forward-looking information presented in the report - Forward-looking statements are subject to risks including operational effectiveness, expense management, industry competition, technological changes, and intellectual property protection[87](index=87&type=chunk) - Investors are cautioned not to place undue reliance on forward-looking statements, and the company does not undertake to update them[87](index=87&type=chunk) [Overview](index=25&type=section&id=Overview) Describes the company's core business of manufacturing cold-formed-steel members and providing construction services, including risk mitigation strategies - Company manufactures cold-formed-steel members and provides full-scope construction services, transforming raw materials into steel framing products and prefabricated homes[88](index=88&type=chunk) - Mitigates exposure to steel price fluctuations by entering fixed-price forward contracts with suppliers and maintaining a **1-3 month inventory** of actively used rolled steel coils[89](index=89&type=chunk)[90](index=90&type=chunk) [Key Performance Indicators ("KPIs")](index=25&type=section&id=Key%20Performance%20Indicators%20(%22KPIs%22)) Identifies and explains the primary metrics used by management to evaluate operational efficiency and financial performance - **Capital turnover rate of raw-material procurement**: Aims for **1-3 months** of raw materials inventory, establishing long-term relationships with suppliers for better payment cycles and efficient capital turnover[91](index=91&type=chunk) - **Collection period of accounts receivable**: Targets strategic relationships with large-scale homebuilders to reduce risk and aims for **100% payment** before products leave the shop[92](index=92&type=chunk) - **Lead time**: Strives to communicate frequently with customers and optimize production to minimize storage and shorten lead times[93](index=93&type=chunk) - **Growth of total operating income**: Maintains internal long-term targets for gross profit and operating income, focusing on profitable long-term growth[95](index=95&type=chunk) - **Production capacity improvement**: Committed to investing in capacity and efficiency to support larger orders and increase total operating income[95](index=95&type=chunk) [Results of Operation](index=27&type=section&id=Results%20of%20Operation) Analyzes the company's financial performance, including revenue, costs, and net loss, for the reported periods | Metric | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | Change (%) | 9 Months Ended June 30, 2024 | 9 Months Ended June 30, 2023 | Change (%) | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------------------------- | :--------------------------- | :--------- | | Revenues | $45,682 | $104,058 | -56% | $395,495 | $501,672 | -21% | | Costs of materials and labor | $25,549 | $103,886 | -75% | $404,157 | $472,710 | -15% | | Selling, general and administrative expenses | $1,032,165 | $608,855 | 70% | $2,919,899 | $1,628,307 | 79% | | Bad debt expense | $0 | $867,360 | -100% | $59,935 | $1,267,960 | -95% | | Operating loss | $(1,034,437) | $(1,493,807) | -31% | $(3,078,135) | $(2,917,852) | 5% | | Net loss | $(1,050,881) | $(1,511,805) | -30% | $(2,962,072) | $(2,971,728) | 0% | - Revenue decrease for both periods was due to project completion status and the various stages of projects, with the company focusing on larger customers and obtaining permits for new large projects[97](index=97&type=chunk) - Backlog as of June 30, 2024, was approximately **$14,000,000 to $19,000,000**, including a **$15,875,800 agreement with Vision 101**, none of which has been recognized as revenue[98](index=98&type=chunk) - Bad debt expense significantly decreased by **$867,360** (3 months) and **$1,208,025** (9 months) due to strengthened risk control, discontinuing business with high-risk smaller customers, and maintaining a high collection rate[101](index=101&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's ability to meet its short-term and long-term financial obligations and fund operations | Metric | June 30, 2024 | September 30, 2023 | Change | | :----------------------------------- | :------------ | :----------------- | :----- | | Cash and cash equivalents | $1,890,903 | $4,898 | $1,886,005 increase | | Working capital (deficit) | $1,266,609 | $(2,913,827) | $4,180,436 increase | - Cash increase primarily due to **$8.45 million net proceeds** from the initial public offering in December 2023[105](index=105&type=chunk)[106](index=106&type=chunk) - Management believes current cash is insufficient to fund operations for the next twelve months, creating substantial doubt about the company's ability to continue as a going concern, requiring additional capital[107](index=107&type=chunk) | Cash Flow Activity | 9 Months Ended June 30, 2024 | 9 Months Ended June 30, 2023 | Change | | :---------------------------------- | :--------------------------- | :--------------------------- | :----- | | Net cash used in operating activities | $(4,859,567) | $(1,066,467) | $(3,793,100) increase in usage | | Net cash used in investing activities | $(412,231) | $(226,900) | $(185,331) increase in usage | | Net cash provided by financing activities | $7,157,803 | $1,356,096 | $5,801,707 increase | [Critical Accounting Policies and Estimate](index=31&type=section&id=Critical%20Accounting%20Policies%20and%20Estimate) Highlights the accounting policies that require significant judgment and estimation by management - Critical accounting estimates include revenue recognition, inventory valuation, going concern assessment, and provision for income taxes[113](index=113&type=chunk) [New Accounting Standards](index=31&type=section&id=New%20Accounting%20Standards) Discusses recently issued accounting pronouncements and their potential impact on the company's financial statements - Evaluating ASU 2023-09 (Income Taxes), ASU 2023-07 (Segment Reporting), and ASU 2022-03 (Fair Value Measurement) for potential impact[114](index=114&type=chunk) - Adoption of these standards is required in fiscal years 2025 and 2026, with no material impact expected on consolidated financial statements[114](index=114&type=chunk) [ITEM 4. Controls and Procedures](index=32&type=section&id=ITEM%204.%20Controls%20and%20Procedures) This section addresses the effectiveness of the company's disclosure controls and internal controls over financial reporting. Management concluded that disclosure controls were ineffective due to material weaknesses, including insufficient personnel and inadequate policies. The company acknowledges inherent limitations in control systems and reports no material changes in internal controls during the period [Disclosure Controls and Procedures](index=32&type=section&id=Disclosure%20Controls%20and%20Procedures) Evaluates the effectiveness of the company's controls designed to ensure timely and accurate financial reporting - Disclosure controls and procedures were **not effective** as of June 30, 2024, due to material weaknesses[116](index=116&type=chunk) - Material weaknesses include lack of sufficient personnel for accounting/reporting, insufficient segregation of duties, and inadequate policies/procedures for internal control over key business cycles[117](index=117&type=chunk) - Company plans to hire additional qualified personnel and establish a financial and system control framework to remediate weaknesses[117](index=117&type=chunk) [Inherent Limitations Over Internal Controls](index=32&type=section&id=Inherent%20Limitations%20Over%20Internal%20Controls) Acknowledges that internal control systems have inherent limitations that prevent absolute assurance against misstatements - Internal control systems provide only reasonable, not absolute, assurance against errors and fraud[118](index=118&type=chunk) - Inherent limitations include faulty judgments, simple errors, circumvention by individuals or collusion, and management override[118](index=118&type=chunk) [Changes in Internal Control over Financial Reporting](index=32&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) Reports on any material changes in the company's internal controls over financial reporting during the period - No material changes in internal controls over financial reporting during the period ended June 30, 2024[119](index=119&type=chunk) [PART II OTHER INFORMATION](index=33&type=section&id=PART%20II%20OTHER%20INFORMATION) Presents additional non-financial information and disclosures required for the reporting period [ITEM 1. LEGAL PROCEEDINGS.](index=33&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS.) The company is not currently involved in any material legal proceedings, investigations, or claims that would significantly impact its business, financial condition, or results of operations, although it may encounter routine legal matters in the ordinary course of business - Not currently a party to any material legal proceedings, investigations, or claims[121](index=121&type=chunk) [ITEM 1A. RISK FACTORS.](index=33&type=section&id=ITEM%201A.%20RISK%20FACTORS.) The company faces a significant risk of delisting from the Nasdaq Capital Market due to its common stock bid price falling below $1.00. It has a compliance period until October 9, 2024, to regain compliance, potentially through a reverse stock split. Failure to comply could negatively impact market price, liquidity, and access to capital, and could subject the stock to "penny stock" rules, further reducing trading activity - Received a Nasdaq notice on April 12, 2024, for non-compliance with the minimum bid price requirement (**$1.00**) for 30 consecutive business days[122](index=122&type=chunk) - Has **180 calendar days**, until October 9, 2024, to regain compliance by having its common stock close at or above **$1.00** for at least 10 consecutive business days[123](index=123&type=chunk) - Failure to regain compliance could lead to delisting, negatively impacting market price and liquidity, and potentially subjecting the stock to SEC "penny stock" rules, which require extensive broker disclosures and could reduce trading activity[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.](index=34&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS.) The company did not engage in any purchases of equity securities reportable under Item 703 of Regulation S-K during the quarter ended June 30, 2024 - No equity securities were purchased by the company during the quarter ended June 30, 2024[128](index=128&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES.](index=34&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES.) The company reported no defaults upon senior securities during the period covered by this report - No defaults upon senior securities were reported[128](index=128&type=chunk) [ITEM 5. OTHER INFORMATION.](index=34&type=section&id=ITEM%205.%20OTHER%20INFORMATION.) During the quarter ended June 30, 2024, no directors or officers of the company adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter ended June 30, 2024[129](index=129&type=chunk) [ITEM 6. EXHIBITS](index=34&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the Form 10-Q, including key corporate documents, agreements, and certifications, some of which contain redacted information in compliance with SEC regulations - Exhibits include Amended and Restated Certificate of Formation, Bylaws, Underwriter's Warrant, Omnibus Incentive Plan, and various agreements[129](index=129&type=chunk) - Portions of some exhibits have been redacted in compliance with Regulation S-K Item 601(b)(10) due to immateriality and potential competitive harm[131](index=131&type=chunk) [SIGNATURES](index=36&type=section&id=SIGNATURES) Confirms the official submission of the report by authorized company officers - Report signed by Tianwei Li, CEO and CFO, on August 12, 2024[134](index=134&type=chunk)

PART I: FINANCIAL INFORMATION This section provides unaudited condensed consolidated financial statements, management's discussion, and controls and procedures [ITEM 1: Financial Statements](index=3&type=section&id=ITEM%201%3A%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for INNO HOLDINGS INC. and its subsidiaries, including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with detailed notes explaining the company's business, accounting policies, and specific financial line items [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and equity at specific dates Condensed Consolidated Balance Sheets | Metric | June 30, 2024 (unaudited) | September 30, 2023 | | :-------------------------- | :------------------------ | :------------------- | | Total assets | $4,373,336 | $2,545,762 | | Total liabilities | $1,358,745 | $4,489,348 | | Total equity (deficit) | $3,014,591 | $(1,943,586) | - The company's total assets increased by approximately **71.8%** from September 30, 2023, to June 30, 2024, while total liabilities decreased significantly by about **69.7%** This led to a substantial improvement in stockholders' equity, moving from a deficit of **$(1,943,586)** to a positive equity of **$3,014,591**[11](index=11&type=chunk)[13](index=13&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the company's financial performance, including revenues, expenses, and net loss over specific periods Condensed Consolidated Statements of Operations | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Nine Months Ended June 30, 2024 | Nine Months Ended June 30, 2023 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Revenues | $45,682 | $104,058 | $395,495 | $501,672 | | Total costs and expenses | $1,080,119 | $1,597,865 | $3,473,630 | $3,419,524 | | Loss from operations | $(1,034,437) | $(1,493,807) | $(3,078,135) | $(2,917,852) | | Net loss | $(1,050,881) | $(1,511,805) | $(2,962,072) | $(2,971,728) | | Net loss attributable to INNO HOLDINGS INC. | $(1,064,702) | $(1,466,781) | $(2,926,677) | $(2,864,167) | | Basic and Diluted Losses Per Share | $(0.05) | $(0.08) | $(0.15) | $(0.16) | - For the three months ended June 30, 2024, revenues decreased by **56% YoY**, while net loss decreased by **30% YoY** For the nine months ended June 30, 2024, revenues decreased by **21% YoY**, and net loss remained relatively stable with a slight decrease of **0.3% YoY**[15](index=15&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This section details changes in the company's equity, including common stock, additional paid-in capital, and accumulated deficit Condensed Consolidated Statements of Changes in Stockholders' Equity | Metric | September 30, 2023 | June 30, 2024 | | :-------------------------------- | :----------------- | :------------ | | Common Stock Shares (outstanding) | 18,251,726 | 20,751,726 | | Additional Paid-in Capital | $2,830,000 | $10,676,534 | | Accumulated Deficit | $(4,524,815) | $(7,451,492) | | Total Equity (Deficit) | $(1,943,586) | $3,014,591 | - The company's total equity significantly improved from a deficit of **$(1,943,586)** as of September 30, 2023, to a positive **$3,014,591** as of June 30, 2024, primarily due to the issuance of **2,500,000 shares** upon IPO completion, contributing **$7,859,534** to additional paid-in capital[18](index=18&type=chunk) - The number of common stock shares issued and outstanding increased from **18,251,726** to **20,751,726** during the nine months ended June 30, 2024[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Nine Months Ended June 30, 2024 | Nine Months Ended June 30, 2023 | | :----------------------- | :------------------------------ | :------------------------------ | | Operating Activities | $(4,859,567) | $(1,066,467) | | Investing Activities | $(412,231) | $(226,900) | | Financing Activities | $7,157,803 | $1,356,096 | | Net Change in Cash | $1,886,005 | $62,729 | | Cash, End of Period | $1,890,903 | $113,357 | - Net cash used in operating activities significantly increased to **$(4,859,567)** for the nine months ended June 30, 2024, compared to **$(1,066,467)** in the prior year, primarily due to increased net loss and working capital outflow[22](index=22&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk) - Net cash provided by financing activities increased substantially to **$7,157,803**, mainly driven by **$8,450,000** net cash from the initial public offering in 2024[22](index=22&type=chunk)[161](index=161&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's business, accounting policies, and specific financial statement line items [Note 1 — Nature of business and organization](index=9&type=section&id=Note%201%20%E2%80%94%20Nature%20of%20business%20and%20organization) This note describes the company's primary business activities, organizational structure, and significant corporate changes - INNO HOLDINGS, INC. is primarily engaged in marketing and selling construction products and providing full-scope construction services in the US[24](index=24&type=chunk) - The company increased its ownership in Castor Building Tech LLC (CBT) to **55%** effective January 18, 2022[25](index=25&type=chunk) - In January 2024, Inno Research Institute LLC (IRI) was voluntarily terminated, with R&D activities transferred to a new wholly-owned subsidiary, Inno AI Tech Corp., incorporated in February 2024[27](index=27&type=chunk)[28](index=28&type=chunk) [Note 2 — Basis of Presentation and Summary of significant accounting policies](index=9&type=section&id=Note%202%20%E2%80%94%20Basis%20of%20Presentation%20and%20Summary%20of%20significant%20accounting%20policies) This note outlines the financial statement preparation basis, key accounting principles, and going concern assessment - The financial statements are prepared in accordance with U.S. GAAP and SEC regulations, with a fiscal year ending September 30[29](index=29&type=chunk) - The company's ability to continue as a going concern is in substantial doubt due to an accumulated deficit of **$7,451,492** and net cash used in operations of **$4,859,567** for the nine months ended June 30, 2024[33](index=33&type=chunk) - Revenue is recognized when performance obligations are satisfied, typically upon delivery of products or completion of services[48](index=48&type=chunk) - The company is evaluating the impact of recently issued ASUs on Income Tax Disclosures (ASU 2023-09) and Segment Reporting (ASU 2023-07), effective for fiscal years 2026 and 2025/2026 respectively[71](index=71&type=chunk)[72](index=72&type=chunk) [Note 3 — Accounts Receivable, Net](index=16&type=section&id=Note%203%20%E2%80%94%20Accounts%20Receivable%2C%20Net) This note details the company's accounts receivable balances, including allowances for credit losses and net amounts Accounts Receivable, Net | Metric | June 30, 2024 (unaudited) | September 30, 2023 | | :-------------------------- | :------------------------ | :------------------- | | Accounts receivable | $0 | $1,338,395 | | Less: allowance for credit losses | $0 | $(1,267,960) | | Accounts receivable, net | $0 | $70,435 | - The company had no net accounts receivable as of June 30, 2024, compared to **$70,435** as of September 30, 2023, indicating successful collection or write-off of prior balances[79](index=79&type=chunk) - Allowance for credit losses decreased from **$1,267,960** at the beginning of the nine months ended June 30, 2024, to **$0** at the end, primarily due to **$1,327,895** in write-offs[79](index=79&type=chunk) [Note 4 — Inventories](index=16&type=section&id=Note%204%20%E2%80%94%20Inventories) This note provides a breakdown of the company's inventory, including raw materials and production inventory Inventories | Inventory Type | June 30, 2024 (unaudited) | September 30, 2023 | | :--------------- | :------------------------ | :------------------- | | Raw material | $73,452 | $134,299 | | Production inventory | $264,978 | $259,994 | | Total | $338,430 | $394,293 | - Total inventories decreased by approximately **14.2%** from **$394,293** as of September 30, 2023, to **$338,430** as of June 30, 2024, mainly driven by a reduction in raw material inventory[80](index=80&type=chunk) [Note 5 — Deferred offering costs](index=16&type=section&id=Note%205%20%E2%80%94%20Deferred%20offering%20costs) This note explains the treatment and disposition of costs incurred in connection with the company's public offering - Deferred offering costs, which amounted to **$538,765** as of September 30, 2023, were reduced to **$Nil** as of June 30, 2024, as the entire amount was charged to additional paid-in capital upon the completion of the initial public offering on December 18, 2023[81](index=81&type=chunk) [Note 6 — Prepayments and other current assets](index=16&type=section&id=Note%206%20%E2%80%94%20Prepayments%20and%20other%20current%20assets) This note details the composition of the company's prepaid expenses and other short-term assets Prepayments and other current assets | Asset Type | June 30, 2024 (unaudited) | September 30, 2023 | | :-------------------------------- | :------------------------ | :------------------- | | Prepaid marketing and promotional services | $128,368 | $0 | | Advance to other service providers | $66,748 | $0 | | Advance to suppliers | $25,127 | $87,217 | | Prepaid insurance | $79,840 | $3,663 | | Prepaid for services by stock grants | $0 | $83,333 | | Other prepayments and current assets | $16,265 | $6,254 | | Total | $316,348 | $180,467 | - Total prepayments and other current assets increased by **75.3%** from **$180,467** as of September 30, 2023, to **$316,348** as of June 30, 2024, driven by new prepaid marketing, promotional services, and advances to service providers[83](index=83&type=chunk) [Note 7 — Property and equipment, net](index=18&type=section&id=Note%207%20%E2%80%94%20Property%20and%20equipment%2C%20net) This note presents the company's property and equipment, including additions, depreciation, and impairment losses Property and equipment, net | Asset Type | June 30, 2024 (unaudited) | September 30, 2023 | | :-------------------- | :------------------------ | :------------------- | | Machinery and equipment | $346,900 | $346,900 | | Office equipment | $3,064 | $5,488 | | Motor vehicles | $109,276 | $64,082 | | Construction-in-progress | $846,054 | $497,000 | | Leasehold improvements | $18,000 | $54,049 | | Total | $1,323,294 | $967,519 | | Less: accumulated depreciation | $(136,153) | $(97,935) | | Property and equipment, net | $1,187,141 | $869,584 | - Net property and equipment increased by **36.5%** to **$1,187,141** as of June 30, 2024, primarily due to a significant increase in construction-in-progress related to factory expansion in Texas[85](index=85&type=chunk) - An impairment loss of **$23,911** was recorded during the nine months ended June 30, 2024, to write down leasehold improvements due to early lease termination in Corona, CA[59](index=59&type=chunk)[86](index=86&type=chunk) [Note 8 — Loans payable](index=18&type=section&id=Note%208%20%E2%80%94%20Loans%20payable) This note outlines the company's various loan obligations, including revolving lines of credit and individual loans - The revolving line of credit with Origin Bank, totaling **$560,000** as of September 30, 2023, was fully paid off and closed by June 30, 2024[87](index=87&type=chunk) - Short-term loans from individuals decreased from **$230,000** as of September 30, 2023, to **$50,000** as of June 30, 2024, with **$180,000** repaid[88](index=88&type=chunk) - The outstanding balance of the long-term promissory note decreased from **$160,239** to **$123,414**, with current and non-current portions of **$51,287** and **$72,127** respectively as of June 30, 2024[90](index=90&type=chunk) [Note 9 — Related party transactions](index=19&type=section&id=Note%209%20%E2%80%94%20Related%20party%20transactions) This note discloses transactions and balances with related parties, including former executives and affiliated entities - The amount due to former CEO, Mr. Dekui Liu, decreased from **$327,372** as of September 30, 2023, to **$2,000** as of June 30, 2024, following his resignation and share transfer[91](index=91&type=chunk) - The company had no outstanding accounts payable to Yunited Assets LLC or Baicheng Trading LLC as of June 30, 2024, compared to **$50,000** and **$485,595** respectively as of September 30, 2023[93](index=93&type=chunk)[94](index=94&type=chunk) - An agreement with Vision 101 (a related party) for **$15,875,800** in supplies and project development has resulted in **$257,685** received as deferred revenue, with no revenue recognized as of June 30, 2024[95](index=95&type=chunk) [Note 10 — Equity](index=21&type=section&id=Note%2010%20%E2%80%94%20Equity) This note details changes in the company's equity structure, including common stock, IPO proceeds, and warrants - The company completed an Initial Public Offering (IPO) on December 18, 2023, issuing **2,500,000 shares** at **$4.00 per share**, generating **$10,000,000** in gross proceeds and **$8,450,000** in net cash after **$2,140,466** in transaction costs[104](index=104&type=chunk)[105](index=105&type=chunk) - The total authorized shares were reduced from **200,000,000** to **100,000,000**, and outstanding shares increased from **18,251,726** to **20,751,726** between September 30, 2023, and June 30, 2024[100](index=100&type=chunk)[101](index=101&type=chunk) - The company assumed underwriters' warrants for **201,250 shares** by paying **$13,000**, and these warrants are no longer outstanding as of June 30, 2024[104](index=104&type=chunk) [Note 11 — Concentration of risk](index=22&type=section&id=Note%2011%20%E2%80%94%20Concentration%20of%20risk) This note identifies significant concentrations of risk related to cash deposits, customers, and suppliers - As of June 30, 2024, the company had **$1,199,883** in uninsured deposits with two financial institutions, exceeding the FDIC insurance limit[108](index=108&type=chunk) - Customer concentration risk is high: one customer accounted for **98%** of total revenues for the three months ended June 30, 2024, and four customers for **100%** for the nine months ended June 30, 2024[110](index=110&type=chunk) - Vendor concentration risk is also present: two suppliers accounted for **100%** of total purchases for the three months ended June 30, 2024, and **58%** for the nine months ended June 30, 2024[111](index=111&type=chunk) [Note 12— Commitments and contingencies](index=22&type=section&id=Note%2012%E2%80%94%20Commitments%20and%20contingencies) This note describes the company's contractual commitments, lease terminations, and potential legal or regulatory contingencies - The company terminated its Texas facility lease without penalty on January 1, 2024, and entered a new lease with a monthly rent of **$18,000**, prepaying lease payments until December 31, 2026, to secure a rent-free 2027[113](index=113&type=chunk) - The Corona, CA office lease was terminated, resulting in a **$24,710** loss, and a subsequent settlement with the landlord on June 20, 2024, generated **$44,204** of non-operating income[114](index=114&type=chunk)[148](index=148&type=chunk) - The company received a Nasdaq notice on April 12, 2024, for non-compliance with the **$1.00** minimum bid price requirement and has until October 9, 2024, to regain compliance[122](index=122&type=chunk)[123](index=123&type=chunk) - An agreement to acquire a **$14.6 million** real property in Pomona, CA, was terminated on April 29, 2024, and the **$440,000** deposit was fully refunded[118](index=118&type=chunk) [ITEM 2: Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=ITEM%202%3A%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, condition, and operational results, including an overview of its business, key performance indicators, detailed analysis of revenues and expenses, liquidity, capital resources, and critical accounting policies [Overview](index=25&type=section&id=Overview) This section provides an introduction to the company's business model, operations, and market strategies - INNO HOLDINGS is a building technology company specializing in manufacturing cold-formed-steel members and offering comprehensive construction services, transforming raw steel into precise framing products and prefabricated homes[129](index=129&type=chunk) - The company mitigates exposure to steel price fluctuations by entering fixed-price forward contracts and maintaining a **1-3 month** inventory of actively used rolled steel coils[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) [Key Performance Indicators ("KPIs")](index=25&type=section&id=Key%20Performance%20Indicators%20(%22KPIs%22)) This section outlines the key metrics used by management to assess operational efficiency and financial performance - **Capital turnover rate of raw-material procurement:** Aims for **1-3 months** of raw materials inventory, establishing long-term relationships with suppliers for better payment cycles and quarterly purchase plans to maximize fund efficiency[131](index=131&type=chunk)[132](index=132&type=chunk) - **Collection period of accounts receivable:** Targets strategic relationships with large-scale homebuilders and professional companies to reduce risk and days outstanding, with an eventual goal of **100%** payment before product delivery[133](index=133&type=chunk) - **Lead time:** Strives to communicate frequently with customers and optimize production to minimize storage and shorten lead times[134](index=134&type=chunk) - **Growth of total operating income:** Maintains internal long-term targets for gross profit and operating income, focusing on profitable long-term growth[135](index=135&type=chunk) - **Production capacity improvement:** Committed to investing in capacity and efficiency to support larger orders and increase total operating income[136](index=136&type=chunk) [Results of Operation](index=27&type=section&id=Results%20of%20Operation) This section analyzes the company's financial performance, detailing changes in revenues, expenses, and net loss Results of Operation | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Change (%) | Nine Months Ended June 30, 2024 | Nine Months Ended June 30, 2023 | Change (%) | | :-------------------------------- | :------------------------------- | :------------------------------- | :--------- | :------------------------------ | :------------------------------ | :--------- | | Revenues | $45,682 | $104,058 | -56% | $395,495 | $501,672 | -21% | | Costs of materials and labor | $25,549 | $103,886 | -75% | $404,157 | $472,710 | -15% | | Selling, general and administrative expenses | $1,032,165 | $608,855 | 70% | $2,919,899 | $1,628,307 | 79% | | Impairment loss | $0 | $0 | - | $23,911 | $0 | 100% | | Depreciation | $22,405 | $17,764 | 26% | $65,728 | $50,547 | 30% | | Bad debt expense | $0 | $867,360 | -100% | $59,935 | $1,267,960 | -95% | | Operating loss | $(1,034,437) | $(1,493,807) | -31% | $(3,078,135) | $(2,917,852) | 5% | | Other income (expenses) | $(16,444) | $(17,998) | -9% | $116,863 | $(53,876) | -317% | | Net loss | $(1,050,881) | $(1,511,805) | -30% | $(2,962,072) | $(2,971,728) | 0% | | Net loss attributable to INNO HOLDINGS INC. | $(1,064,702) | $(1,466,781) | -27% | $(2,926,677) | $(2,864,167) | 2% | - Revenues decreased by **56%** for the three months and **21%** for the nine months ended June 30, 2024, primarily due to project completion status and focus on larger customers requiring permit acquisition[139](index=139&type=chunk) - Selling, general and administrative expenses increased significantly by **70%** and **79%** for the three and nine months, respectively, due to additional overhead costs for future expansion and public company regulatory standards[144](index=144&type=chunk) - Bad debt expense decreased by **100%** for the three months and **95%** for the nine months, reflecting strengthened risk control and a focus on customers with **30-day** payment terms[145](index=145&type=chunk) - Operating loss decreased by **31%** for the three months but increased by **5%** for the nine months, influenced by the interplay of decreased bad debt expense, increased SG&A, and lower revenue[146](index=146&type=chunk)[147](index=147&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's ability to meet short-term obligations and fund operations, including cash position and financing activities - Cash and cash equivalents increased from **$4,898** as of September 30, 2023, to **$1,890,903** as of June 30, 2024, primarily due to proceeds from the initial public offering[152](index=152&type=chunk) - The company successfully closed an initial public offering on December 18, 2023, generating net proceeds of **$8 million**[154](index=154&type=chunk) - Management believes current cash and cash equivalents are insufficient to fund operations for the next twelve months, raising substantial doubt about the company's ability to continue as a going concern without additional financing[155](index=155&type=chunk) - Working capital improved from a deficit of **$(2,913,827)** as of September 30, 2023, to a positive **$1,266,609** as of June 30, 2024[156](index=156&type=chunk) [Cash Flows](index=30&type=section&id=Cash%20Flows) This section provides a detailed analysis of cash generated and used across operating, investing, and financing activities - Net cash used in operating activities increased significantly to **$4,859,567** for the nine months ended June 30, 2024, from **$1,066,467** in the prior year, driven by increased net loss and working capital outflow[157](index=157&type=chunk)[158](index=158&type=chunk) - Net cash used in investing activities increased to **$412,231**, primarily due to **$424,800** in additions to property and equipment, mainly for machinery, tools, motor vehicles, and leasehold improvements[160](index=160&type=chunk) - Net cash provided by financing activities surged to **$7,157,803**, largely due to **$8,450,000** net cash from the IPO, partially offset by loan and related party repayments[161](index=161&type=chunk) [Critical Accounting Policies and Estimate](index=31&type=section&id=Critical%20Accounting%20Policies%20and%20Estimate) This section highlights the significant accounting policies and estimates requiring management's judgment - Key critical accounting estimates include revenue recognition, inventory valuation, going concern assessment, and the provision for income taxes, which require significant judgments and assumptions[163](index=163&type=chunk) [New Accounting Standards](index=31&type=section&id=New%20Accounting%20Standards) This section discusses the potential impact of recently issued accounting pronouncements on the company's financial statements - The company is evaluating the impact of ASU 2023-09 (Income Tax Disclosures) and ASU 2023-07 (Segment Reporting), effective for fiscal years 2026 and 2025/2026 respectively[71](index=71&type=chunk)[72](index=72&type=chunk)[164](index=164&type=chunk) [ITEM 4. Controls and Procedures](index=32&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2024, due to material weaknesses, including insufficient personnel and inadequate policies in internal control functions The company plans to hire additional qualified personnel to address these issues - As of June 30, 2024, the company's disclosure controls and procedures were deemed not effective due to material weaknesses[166](index=166&type=chunk) - Lack of sufficient personnel commensurate with accounting and reporting requirements and insufficient segregation of duties within accounting functions[170](index=170&type=chunk) - Lack of adequate policies and procedures in internal control function to ensure proper control and procedures have been designed and implemented over key business cycles[170](index=170&type=chunk) - The company plans to hire additional qualified personnel to strengthen the financial reporting function and establish a financial and system control framework[167](index=167&type=chunk) PART II: OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, other information, and exhibits [ITEM 1. LEGAL PROCEEDINGS.](index=33&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS.) The company is not currently a party to any material legal proceedings, investigations, or claims that would have a material adverse effect on its business, financial condition, or results of operations - The company believes it does not have any threatened litigation that would individually or in aggregate have a material adverse effect on its business, results of operations, financial condition, and/or cash flows[172](index=172&type=chunk) [ITEM 1A. RISK FACTORS.](index=33&type=section&id=ITEM%201A.%20RISK%20FACTORS.) The company faces a significant risk of delisting from the Nasdaq Capital Market due to its common stock trading below the $1.00 minimum bid price requirement Failure to regain compliance by October 9, 2024, could lead to delisting, negatively impacting market price, liquidity, and access to capital markets - On April 12, 2024, Nasdaq notified the company of non-compliance with the **$1.00** minimum bid price requirement for **30** consecutive business days[174](index=174&type=chunk) - The company has an initial compliance period until October 9, 2024, to regain compliance by having its common stock close at or above **$1.00** for at least **10** consecutive business days[174](index=174&type=chunk)[175](index=175&type=chunk) - Failure to regain compliance could lead to delisting, potentially subjecting the common stock to 'penny stock' rules, which would reduce trading activity and make it harder for stockholders to sell securities[176](index=176&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.](index=34&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS.) The company did not purchase any equity securities reportable under Item 703 of Regulation S-K during the quarter ended June 30, 2024 - No equity securities reportable under Item 703 of Regulation S-K were purchased by the company during the period from April 1, 2024, to June 30, 2024[181](index=181&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES.](index=34&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES.) There were no defaults upon senior securities reported by the company - The company reported no defaults upon senior securities[182](index=182&type=chunk) [ITEM 5. OTHER INFORMATION.](index=34&type=section&id=ITEM%205.%20OTHER%20INFORMATION.) No director or officer of the company adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2024 - No director or officer adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the quarter ended June 30, 2024[183](index=183&type=chunk) [ITEM 6. EXHIBITS](index=34&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the Form 10-Q, including organizational documents, underwriting agreements, incentive plans, and certifications, with details on their form, file number, and filing date - The exhibit index includes Amended and Restated Certificate of Formation, Amended and Restated Bylaws, Underwriter's Warrant, Form of Common Stock Certificate, Indemnification Agreement, Development and Supply Agreement, Omnibus Incentive Plan, Offer Letter, Agreement for Purchase and Sale and Escrow Instructions, and various certifications (31.1, 31.2, 32.1, 32.2)[185](index=185&type=chunk) SIGNATURES This section contains the official signatures certifying the accuracy and completeness of the financial report - The report was signed on August 12, 2024, by Tianwei Li, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Financial and Accounting Officer) of INNO HOLDINGS, INC[188](index=188&type=chunk)[189](index=189&type=chunk)[190](index=190&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ending September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from __________ to __________. Securities registered pursuant to Section 12(b) of the Act: Commission file number: 001-41882 INNO HOLDINGS INC. (Exact name of registrant as specified in its ...