Inno Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On March 28, 2025, Inno Holdings Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Agreement with CM”) with a certain buyer (the “Buyer”) and Core Modu LLC, a Texas limited liability company (“CM”). Pursuant to the Agreement with CM, the Company agreed to sell all of the membership interest it owns in CM, which represents 15% of the outstanding membership interest in CM, to the Buyer for an aggregate purchase price of $700,000, payable in four equal installments with the initial payment due at the closing of the transactions contemplated by the Agreement with CM, which is expected to occur on March 31, 2025.
On the same date, the Company entered into a separate Membership Interest Purchase Agreement (the “Agreement with CBT”) with the Buyer and Castor Building Tech LLC, a California limited liability company (“CBT”). Pursuant to the Agreement with CBT, the Company agreed to sell all of the membership interest it owns in CBT, which represents 53% of the outstanding membership interest in CBT, to the Buyer for an aggregate purchase price of $1,000. The transactions contemplated by the Agreement with CBT are expected to close on March 31, 2025.
The Agreement with CM and the Agreement with CBT contain representations, warranties, and covenants of the parties that are customary for a transaction of this type. The foregoing descriptions of the Agreement with CM and the Agreement with CBT do not purport to be complete and are subject to and qualified in their entirety by the Agreement with CM and the Agreement with CBT attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Membership Interest Purchase Agreement, dated March 28, 2025, by and among Inno Holdings Inc., the Buyer and Core Modu LLC. | |
| 10.2 | Membership Interest Purchase Agreement, dated March 28, 2025, by and among Inno Holdings Inc., the Buyer and Castor Building Tech LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INNO HOLDINGS INC. | ||
| By: | /s/ Ding Wei | |
| Name: | Ding Wei | |
| Title: | CEO | |
Date: March 31, 2025