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, 2025

☐	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.)

RM1, 5/F, No. 43 Hung To Road, Kwun Tong,

Kowloon, Hong Kong 999077

(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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 2, 2025, there were 4,410,482 shares of common stock, no par value, issued and outstanding.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION

ITEM 1:	Financial Statements
	Condensed Consolidated Balance Sheets - March 31, 2025 (Unaudited) and September 30, 2024	1
	Condensed Consolidated Statements of Operations - Three Months and Six Months Ended March 31, 2025 and 2024 (Unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity - Three Months and Six Months Ended March 31, 2025 and 2024 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows - Three Months and Six Months Ended March 31, 2025 and 2024 (Unaudited)	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
ITEM 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	24
ITEM 4:	Controls and Procedures	24

PART II	OTHER INFORMATION

ITEM 1:	Legal Proceedings	24
ITEM 1A:	Risk Factors	25
ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	25
ITEM 3:	Defaults Upon Senior Securities	25
ITEM 4:	Mine Safety Disclosures	25
ITEM 5:	Other Information	25
ITEM 6:	Exhibits	26

SIGNATURES		27

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends impacting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements.

Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “seek,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “might,” “forecast,” “continue,” or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about:

	●	Our ability to effectively operate our business;

	●	Our ability to manage our research, development, expansion, growth and operating expenses;

	●	Our ability to evaluate and measure our business, prospects and performance metrics;

	●	Our ability to respond and adapt to changes in technology and customer behavior; and

	●	Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Accordingly, the forward-looking statements in this Quarterly Report speak only as of the date of this Quarterly Report. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INNO HOLDINGS INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	March 31, 2025		September 30, 2024
	(unaudited)
ASSETS
Current assets
Cash and cash equivalent	$	3,888,816	$	1,077,138
Accounts receivable, net		97,000		-
Inventories		1,658,400		-
Prepayments and other current assets		1,684,634		65,797
Current assets from discontinued operations		-		1,145,673
Total current assets		7,328,850		2,288,608

Non-current assets
Goodwill, net		-		-
Non-current assets from discontinued operations		-		1,880,729
Total non-current assets		-		1,880,729
Total assets	$	7,328,850	$	4,169,337

LIABILITIES AND EQUITY
Current liabilities
Other payables and accrued liabilities		192,149		138,700
Other payables – related party		10,000		-
Short-term loan payable		50,000		50,000
Current liabilities from discontinued operations		-		1,124,153
Total current liabilities		252,149		1,312,853

Non-current liabilities
Non-current liabilities from discontinued operations		-		58,948
Total non-current liabilities		-		58,948
Total liabilities		252,149		1,371,801
Commitments and contingency		—		—

INNO HOLDINGS INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	March 31, 2025			September 30, 2024
	(unaudited)
Stockholders’ Equity
Common stock, no par value; 100,000,000 shares authorized; 4,410,482 and 2,279,960 shares issued and outstanding on March 31, 2025 and September 30, 2024*		—			—
Additional paid in capital		19,039,539			10,748,534
Accumulated deficit		(11,962,838	)		(7,738,644	)
Non-controlling interest		-			(212,354	)
Total equity		7,076,701			2,797,536
Total liabilities and equity	$	7,328,850		$	4,169,337

On October 9, 2024, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock, no par value, (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior to October 9, 2024 were automatically converted into one-tenth (1/10) of a share of common stock. The Reverse Stock Split did not reduce the number of authorized shares of Common Stock and did not change the par value of the Common Stock. The Reverse Stock Split affected all stockholders uniformly. Except to the extent that the Reverse Stock Split resulted in the stockholders’ fractional shares being rounded up, no other effects affect stockholder’s ownership percentage of the Company’s shares of Common Stock. 199,787 fractional shares were issued in connection with the Reverse Stock Split. All references to number of shares, and to per share information in the consolidated financial statements have been retroactively adjusted.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

INNO HOLDINGS INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

For the Three Months and Six Months Ended March 31, 2025 and 2024 (unaudited)

	2025			2024			2025			2024
	For the Three Months Ended March 31,						For the Six Months Ended March 31,
	2025			2024			2025			2024
REVENUES:
Revenue - products	$	478,100		$	-		$	674,100		$	-
Total revenue		478,100			-			674,100			-

COSTS OF REVENUE:
Costs of goods sold		436,600			-			616,600			-
Total cost of sales		436,600			-			616,600			-

GROSS PROFIT / (LOSS)		41,500			-			57,500			-

OPERATING EXPENSES:
Selling, general and administrative expenses (exclusive of expenses shown separately below)		1,410,805			276,427			1,881,397			475,998
Impairment loss on goodwill		-			-			3,514			-
Total operating expenses		1,410,805			276,427			1,884,911			475,998

LOSS FROM OPERATIONS		(1,369,305	)		(276,427	)		(1,827,411	)		(475,998	)

OTHER INCOME (EXPENSE)
Interest income (expenses), net		11,046			62,562			11,419			71,762
Loss on investment disposal		(2,152,622	)		-			(2,152,622	)		-
Other non-operating income (expense)		9,740			139,270			9,733			139,270
Total other (expenses) income, net		(2,131,836	)		201,832			(2,131,470	)		211,032

LOSS BEFORE INCOME TAXES		(3,501,141	)		(74,595	)		(3,958,881	)		(264,966	)

PROVISION FOR INCOME TAXES		-			-			-			(800	)
NET LOSS FROM CONTINUING OPERATIONS		(3,501,141	)		(74,595	)		(3,958,881	)		(265,766	)

Net loss from discontinued operations		(48,127	)		(1,019,332	)		(195,796	)		(1,645,425	)

NET LOSS	$	(3,549,268	)	$	(1,093,927	)	$	(4,154,677	)	$	(1,911,191	)

Non-controlling interest		71,229			(33,470	)		69,517			(49,216	)

NET LOSS ATTRIBUTABLE TO INNO HOLDINGS INC.	$	(3,620,497	)	$	(1,060,457	)	$	(4,224,194	)	$	(1,861,975	)

WEIGHTED AVERAGE NUMBER OF COMMON STOCK*
Basic and Diluted		4,374,686			2,075,173			3,569,797			1,967,249

LOSSES PER SHARE
Basic and Diluted from Continuing Operation		(0.80	)		(0.03	)		(1.11	)		(0.14	)
Basic and Diluted from Discontinuing Operation		(0.03	)		(0.48	)		(0.07	)		(0.81	)
Basic and Diluted, Total	$	(0.83	)	$	(0.51	)	$	(1.18	)	$	(0.95	)

On October 9, 2024, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock, no par value, (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior to October 9, 2024 were automatically converted into one-tenth (1/10) of a share of common stock. The Reverse Stock Split did not reduce the number of authorized shares of Common Stock and did not change the par value of the Common Stock. The Reverse Stock Split affected all stockholders uniformly. Except to the extent that the Reverse Stock Split resulted in the stockholders’ fractional shares being rounded up, no other effects affect stockholder’s ownership percentage of the Company’s shares of Common Stock. 199,787 fractional shares were issued in connection with the Reverse Stock Split. The computation of basic and diluted Losses Per Share were retroactively adjusted for all periods presented.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

INNO HOLDINGS INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Six Months Ended March 31, 2025 and 2024

	Shares		Amount		Capital			Deficit			interest			Total
	Common Stock*				Additional Paid in			Accumulated			Non- controlling
	Shares		Amount		Capital			Deficit			interest			Total
Balance, September 30, 2023		1,825,173	$	-	$	2,830,000		$	(4,524,815	)	$	(248,771	)	$	(1,943,586	)
Net loss		-		-		-			(801,518	)		(15,746	)		(817,264	)
Shares issued upon IPO completion		250,000		-		7,859,534			-			-			7,859,534
Balance, December 31, 2023 (unaudited)		2,075,173	$	-	$	10,689,534		$	(5,326,333	)	$	(264,517	)	$	5,098,684
Net loss		-		-		-			(1,060,457	)		(33,470	)		(1,093,927	)
Disposal of subsidiary		-		-		-			-			73,715			73,715
Warrants assumption		-		-		(13,000	)		-			-			(13,000	)
Balance, March 31, 2024 (unaudited)		2,075,173	$	-	$	10,676,534		$	(6,386,790	)	$	(224,272	)	$	4,065,472

	Common Stock*				Additional Paid in		Accumulated			Non- controlling
	Shares		Amount		Capital		Deficit			interest			Total
Balance, September 30, 2024		2,279,960	$	-	$	10,748,534	$	(7,738,644	)	$	(212,354	)	$	2,797,536
Balance		2,279,960	$	-	$	10,748,534	$	(7,738,644	)	$	(212,354	)	$	2,797,536
Net loss		-		-		-		(603,697	)		(1,712	)		(605,409	)
Shares issued for cash		1,929,167		-		7,250,000		-			-			7,250,000
Balance, December 31, 2024 (unaudited)		4,209,127	$	-	$	17,998,534	$	(8,342,341	)	$	(214,066	)	$	9,442,127
Net loss		-		-		-		(3,620,497	)		71,229			(3,549,268	)
Disposal of subsidiary		-		-		-		-			142,837			142,837
Stock-based compensation		201,355		-		1,041,005		-			-			1,041,005
Balance, March 31, 2025 (unaudited)		4,410,482	$	-	$	19,039,539	$	(11,962,838	)	$	-		$	7,076,701
Balance		4,410,482	$	-	$	19,039,539	$	(11,962,838	)	$	-		$	7,076,701

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

INNO HOLDINGS INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

	2025			2024
	For the Six Months Ended March 31, (unaudited)
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operation	$	(3,958,881	)	$	(265,766	)
Net loss from discontinuing operation		(265,313	)		(1,596,209	)
Adjustments to reconcile net income to cash used in operating activities:
Stock-based compensation expense		1,050,005			62,500
Loss from investment disposal		2,152,622			—
Impairment loss – Goodwill		3,514			—
Accounts receivable		(97,000	)		—
Inventories		(1,658,400	)		—
Deferred offering costs		—			(51,701	)
Prepayments and other current assets		(3	)		(1,788,447	)
Accounts payable		—			(181,817	)
Operating lease liabilities		—			(39,221	)
Other payables and accrued liabilities		52,535			174,197
Other current liabilities		10,000			—
Operating cash flow used by discontinued operations		(398,948	)		555,010
Net cash used in operating activities		(3,109,869	)		(3,131,454	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment in equity investee		(1,402,600	)		—
Proceed from investment disposal		101,000			—
Net cash used in investing activities by discontinued operations		(26,853	)		(269,229	)
Net cash used in investing activities		(1,328,453	)		(269,229	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties		—			91,000
Payments to related parties		—			(627,000	)
Payments to short-term loans		—			(180,000	)
Warrants assumption		—			(13,000	)
Proceeds from IPO		—			8,450,000
Shares issued for cash		7,250,000			—
Net cash used in financing activities by discontinued operations		—			(282,777	)
Net cash provided by financing activities		7,250,000			7,438,223
CHANGES IN CASH AND CASH EQUIVALENT		2,811,678			4,037,540
CASH AND CASH EQUIVALENT, beginning of period		1,077,138			1,939
CASH AND CASH EQUIVALENT, ending of period	$	3,888,816		$	4,039,479
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax	$	—		$	800
Cash paid for interest	$	11,419		$	20,223
Noncash deferred offering costs offset to APIC upon IPO completion	$	—		$	590,466
Right-of-use assets obtained in exchange for operating lease liabilities	$	—		$	356,741
Deposit applied to lease liability	$	—		$	39,699

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

INNO HOLDINGS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Note 1 — Nature of business and organization

INNO HOLDINGS, INC., a Texas corporation (the “Company”), was incorporated on September 8, 2021. The Company is principally engaged in the marketing and sale of construction products along with full-scope construction services in the US.

On January 18, 2022, the Company formed a limited liability company, Castor Building Tech LLC (“CBT”), in California. The Company owned 53% of the equity interest in CBT. On October 16, 2023, the Company and the noncontrolling interest parties reached a new ownership agreement that the Company’s ownership increased to 55%. According to the new ownership agreement, the ownership percentage change is retroactively effective from January 18, 2022. The impact of historical noncontrolling interest allocation from this ownership percentage change is immaterial.

Effective as of January 21, 2022, the Company acquired 100% of the ordinary shares of Inno Metal Studs Corp. (“IMSC”), a Texas corporation incorporated on October 31, 2019. Pursuant to the terms of the Share Purchase Agreement with IMSC’s former sole owner and CEO of the Company, Mr. Dekui Liu, the Company issued 15,170,000 shares of its common stock to Mr. Dekui Liu in exchange for his 100% ownership in IMSC. Upon completion of the transaction, IMSC became a 100% owned subsidiary of the Company.

Inno Research Institute LLC (“IRI”), a Texas limited liability company was formed on September 8, 2021, is a 65% owned subsidiary of IMSC. On January 27, 2024, IRI was voluntarily terminated and resulted in a disposal loss of $23,715. The R&D activities carried out by IRI will be transferred to Inno AI Tech Corp, a new subsidiary of the Company.

On January 21, 2024, the Company incorporated Inno Disrupts Inc., a wholly owned subsidiary in Texas. The purpose of Inno Disrupts Inc. is to remodel buildings using the Company’s framing steel products, enhance producing and marketing capabilities, manage the designated buildings in US, and other activities.

On February 11, 2024, the Company incorporated Inno AI Tech Corp., a wholly owned entity to conduct AI tech research and consulting activities.

On October 18, 2024, the Company completed the acquisition of 10,000 shares of Lear Group Limited (“Lear”), a Hong Kong company, from its shareholder for a total consideration of $1,300. As a result of this transaction, Lear became a wholly-owned subsidiary of the Company. The acquisition of Lear was undertaken to support the Company’s entry into a new business initiative focused on electronic product trading.

On December 13, 2024, the Company completed the acquisition of 10,000 shares of Baymax High Technology Co., Limited (“Baymax”), a Hong Kong company, from its shareholder for a total consideration of $1,300. As a result of this transaction, Baymax became a wholly-owned subsidiary of the Company.

On March 4, 2025, the Company entered into a Share Purchase Agreement with Architectix Limited, pursuant to which the Company sold all issued and outstanding shares it owns in Inno Metal Studs Corp and Inno AI Tech Corp for an aggregate purchase price of $1,000.

On March 28, 2025, the Company entered into a Membership Interest Purchase Agreement with Strucraft Group Limited, pursuant to which the Company sold all the membership interest it owns in Castor Building Tech LLC, which represents 55% of the outstanding membership interest in Castor Building Tech LLC, for an aggregate purchase price of $1,000.

Note 2 — Basis of Presentation and Summary of significant accounting policies

Basis of presentation

The accompanying financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The Company’s fiscal year end date is September 30.

Certain information and footnote disclosures normally included in the Company’s annual audited financial statements and accompanying notes have been condensed or omitted in this accompanying interim consolidated financial statements and footnotes. Accordingly, the accompanying interim condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024, filed with the Securities and Exchange Commission (“SEC”) on December 19, 2024.

In the opinion of management, these unaudited consolidated financial statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period.

Consolidated Principles of consolidation

The Consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company balances and transactions have been eliminated.

Going concern

As of March 31, 2025, the Company had total cash and cash equivalent of $3,888,816 and accumulated deficit of $11,962,838. For the six months ended March 31, 2025, the Company had incurred a net loss of $4,154,677 and used net cash in operations of $3,109,869. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Based on our current operating and investing plan, the management has concluded that substantial doubt is not alleviated regarding the Company’s ability to continue as a going concern for 12 months from the date of issuance of these financial statements.

The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, and/or obtaining additional financing from its shareholders or other sources, as may be required.

Use of estimates and assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents consist of amounts held as cash on hand, bank and money market deposits, and marketable securities with maturities of less than 90 days.

From time to time, the Company may maintain bank balances in interest bearing accounts in excess of the $250,000, which is currently the maximum amount insured by the Federal Deposit Insurance Corporation for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). The Company has not experienced any losses with respect to cash. Management believes the Company is not exposed to any significant credit risk with respect to its cash.

Accounts receivable

During the ordinary course of business, the Company extends unsecured credit to its customers. Accounts receivable are stated at the amount the Company expects to collect from customers. Management reviews its accounts receivable balances each reporting period to determine if an allowance for credit loss is required.

In October 2020, the Company adopted ASU 2016-13, Topics 326 — Credit Loss, Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology, for its accounting standard for its trade accounts receivable.

The Company continuously monitors the recoverability of accounts receivable. If there are any indicators that a customer may not make payment, the Company may consider making provision for non-collectability for that particular customer. At the same time, the Company may cease further sales or services to such customer. The following are some of the factors that the Company develops allowance for credit losses:

	●	the customer fails to comply with its payment schedule;
	●	the customer is in serious financial difficulty;
	●	a significant dispute with the customer has occurred regarding job progress or other matters;
	●	the customer breaches any of its contractual obligations;
	●	the customer appears to be financially distressed due to economic or legal factors;
	●	the business between the customer and the Company is not active; and
	●	other objective evidence indicates non-collectability of the accounts receivable.

The adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements. Accounts receivable are recognized and carried at carrying amount less an allowance for credit losses, if any. The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments based on contractual terms. The Company reviews the collectability of its receivables on a regular and ongoing basis. The Company has also included in the calculation of allowance for credit losses based on its customers’ businesses and their ability to pay their accounts receivable. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company also considers external factors to the specific customer, including current conditions and forecasts of economic conditions. In the event we recover amounts previously written off, we will reduce the specific allowance for credit losses.

Fair values of financial instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current assets and liabilities are approximate fair values due to their short-term nature.

For other financial instruments to be reported at fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 —	Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2 —	Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3 —	Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

As of March 31, 2025 and September 30, 2024, the Company did not have any other financial instruments reported at fair value.

Revenue recognition

The Company has adopted Accounting Standards Codification (“ASC”) 606 since its inception and recognizes revenue from product and service sales revenues, net of promotional discounts and return allowances, if any, when the following revenue recognition criteria are met: a contract has been identified, separate performance obligations are identified, the transaction price is determined, the transaction price is allocated to separate performance obligations and revenue is recognized upon satisfying each performance obligation. The Company transfers the risk of loss or damage upon delivery, therefore, revenue from product sales is recognized when it is delivered to the customer. For services, all sales are recognized upon completion based on terms stated in the sales agreements.

The Company evaluates the criteria of ASC 606 — Revenue Recognition Principal Agent Considerations in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily responsible for fulfilling the promise to provide a specified good or service, the Company is subject to inventory risk before the good or service has been transferred to a customer and the Company has discretion in establishing the price, revenue is recorded at gross.

Payments received prior to the delivery of goods to customers are recorded as unearned revenue.

Sales discounts are recorded in the period in which the related sale is recognized. Sales return allowances are estimated based on historical amounts and are recorded upon recognizing the related sales. Shipping and handling costs are recorded as selling expenses.

Revenue from electronic products trading is recognized at the point of delivery when the customer obtains control of the products.

Costs and expenses

Costs and expenses are operating expenses, which consist of costs of material and labor, selling, general and administrative expenses, and depreciation, are expensed as incurred.

Inventory

Inventory consists of material and finished goods ready for sale and is stated at the lower of cost or net realizable value. The Company values its inventory using the FIFO costing method. The Company’s policy is to include as a part of cost of goods sold any freight incurred to ship the product from its vendors to warehouses. Outbound freight costs related to shipping costs to customers are considered periodic costs and are reflected in selling expenses. The Company regularly reviews inventory and considers forecasts of future demand, market conditions and product obsolescence.

If the estimated realizable value of the inventory is less than cost, the Company makes provisions in order to reduce its carrying value to its estimated net realizable value. The Company regularly assesses its inventory for obsolescence and records an allowance only when the inventory is no longer suitable for reproduction. The Company’s inventory generally has a long life cycle and does not become obsolete quickly.

Deferred offering costs

The Company capitalizes certain legal, accounting and other third-party fees that are directly related to an equity financing that is probable of successful completion until such financing is consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses in the consolidated statements of operations in the period of determination.

Property and equipment

Property and equipment is stated at their historical cost, less accumulated depreciation. Depreciation on property and equipment is provided using the straight-line method over the estimated useful lives of the assets as follows:

Machinery and equipment		7 years

Office equipment		5 years

Motor vehicles		5 years

Leasehold improvements		the shorter of the lease term or the estimated useful life of the improvements

Expenditures for renewals and betterments are capitalized while repairs and maintenance costs are normally charged to the statement of operations in the year in which they are incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the asset, the expenditure is capitalized as an additional cost of the asset.

Upon sale or disposal of an asset, the historical cost and related accumulated depreciation or amortization of such asset were removed from their respective accounts and any gain or loss is recorded in the statements of income.

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment expenses for property and equipment were recorded during the three and six months ended March 31, 2025 and 2024.

Goodwill

Goodwill represents the excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed. Goodwill is not amortized but are subject to impairment testing on an annually basis or more frequently if events or circumstances indicate a potential impairment. These events or circumstances could include a significant change in the business climate, regulatory environment, established business plans, operating performance indicators or competition. Potential impairment indicators may also include, but are not limited to, (i) significant changes to estimates and assumptions used in the most recent annual or interim impairment testing, (ii) downward revisions to internal forecasts, and the magnitude thereof, (iii) declines in our market capitalization below our book value, and the magnitude and duration of those declines, (iv) a reorganization resulting in a change to our operating segments, and (v) other macroeconomic factors, such as increases in interest rates that may affect the weighted average cost of capital, volatility in the equity and debt markets, or fluctuations in foreign currency exchange rates that may negatively impact our reported results of operations.

Leases

On its inception date, the Company adopted ASC 842 — Leases (“ASC 842”), which requires lessees to record right-of-use (“ROU”) assets and related lease obligations on the balance sheet, as well as disclose key information regarding leasing arrangements.

ROU assets represent our right to use an underlying asset for the lease terms and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Stock-based Compensation

The Company applies ASC No. 718, “Compensation-Stock Compensation,” which requires that share-based payment transactions with employees and nonemployees upon adoption of ASU 2018-07, be measured based on the grant date fair value of the equity instrument and recognized as compensation expense over the requisite service period, with a corresponding addition to equity. Under this method, compensation cost related to employee share options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the period during which an employee is required to provide service in exchange for the award, which generally is the vesting period. In addition to the requisite service period, the Company also evaluates the performance condition and market condition under ASC 718-10-20. For an award which contains both a performance and a market condition, and where both conditions must be satisfied for the award to vest, the market condition is incorporated into the fair value of the award, and that fair value is recognized over the employee’s requisite service period or nonemployee’s vesting period if it is probable the performance condition will be met. If the performance condition is ultimately not met, compensation cost related to the award should not be recognized (or should be reversed) because the vesting condition in the award has not been satisfied.

The Company will recognize forfeitures of such equity-based compensation as they occur.

Income taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.

As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company has adopted the provisions of ASC 740 since inception and has analyzed filing positions in each of the federal and state jurisdictions where the Company is required to file income tax returns, as well as open tax years in such jurisdictions. The Company has identified the U.S. federal jurisdiction, and the states of Texas and California, as its “major” tax jurisdictions. However, the Company has certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.

The Company believes that its income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. The Company’s policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes.

Commitments and contingencies

In the ordinary course of business, the Company is subject to certain contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes its liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and specific facts and circumstances of each matter.

Earnings per share

Basic earnings per share are computed by dividing net income attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities to issue common stock were exercised.

Recently issued but not yet adopted accounting pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The new guidance requires enhanced disclosures about income tax expenses. The Company is required to adopt this guidance in the first quarter of the fiscal year 2026. Early adoption is permitted on a prospective basis. We are currently evaluating the impact of this ASU on our annual income tax disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The new guidance requires enhanced disclosures about significant segment expenses. The Company is required to adopt this guidance for its annual reporting in fiscal year 2025 and for interim period reporting beginning the first quarter of fiscal year 2026 on a retrospective basis. Early adoption is permitted. We are currently evaluating the impact of this ASU on our segment disclosures.

In June 2022, FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this ASU clarify the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and require specific disclosures related to such an equity security. This standard is effective for fiscal years beginning after December 15, 2024. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows.

Note 3 — Inventories

As of March 31, 2025 and September 30, 2024, inventories consisted of the following:

Schedule of inventories

	March 31, 2025		September 30, 2024
	(unaudited)
Merchandise inventory	$	1,658,400	$	-
Total	$	1,658,400	$	-

As of March 31, 2025 and September 30, 2024, there was no allowance for obsolescence recorded.

Note 4 — Prepayments and other current assets

As of March 31, 2025 and September 30, 2024, prepayments and other current assets consisted of the following:

	March 31, 2025		September 30, 2024
	(unaudited)
Prepaid marketing and promotional services	$	100,000	$	—
Prepaid for software development		125,000		—
Advance to suppliers		120,000
Prepaid insurance		—		35,172
Prepaid for consulting services		159,028		—
Loan receivable		500,000		—
Receivable from sales of equity investment		601,000		—
Other prepayments and current assets		79,606		30,625
Total	$	1,684,634	$	65,797

Note 5 — Loan receivable

On February 28, 2025, the Company entered into a loan agreement with HST Trading Limited, providing a principal amount of $500,000 at an annual interest rate of 5%. The loan term is six months, with the principal and accrued interest due for repayment on or before August 30, 2025. As of March 31, 2025, the outstanding balance of loan receivable was $500,000.

Note 6 — Equity Investments

On October 14, 2024, the Company entered into an equity investment agreement with an individual, securing a 15% ownership interest in Core Modu LLC, and for which the Company does not have the ability to exercise significant influence. The investment totaled $1.4 million. The Company measure investments in equity investments without a readily determinable fair value using a measurement alternative that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis. Gains and losses on these securities are recognized in other income and expenses.

On March 28,2025, the Company entered into a Membership Interest Purchase Agreement with Strucraft Group Limited, pursuant to which the Company sold all of the membership interest it owns in Core Modu LLC, which represents 15% of the outstanding membership interest in Core Modu LLC, 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 Membership Interest Purchase Agreement, which occurred on March 31, 2025.

Note 7 — Goodwill, net

As of March 31, 2025 and September 30, 2024, goodwill consisted of the following:

Schedule of goodwill, net


Balance at September 30,2024	$	-
Acquisition		3,514
Impairment losses		(3,514	)
Balance at March 31, 2025	$	-

Goodwill of $3,514 consists of $1,597 attributable to the acquisition of Baymax that occurred on December 13, 2024 and $1,917 attributable to the acquisition of Lear that occurred on October 18, 2024. The Company recorded a goodwill impairment charge of $3,514 for the six months ended March 31, 2025.

Note 8 — Loans payable

Short-term loans

Short term loan without interest

From June 2023 to August 2023, the Company borrowed short-term loans due on demand without interest, amounting to $230,000 from three individuals for operating purposes. As of March 31, 2025 and September 30, 2024, the outstanding loan balances due to these individuals were $50,000 and $50,000, respectively. The balance was presented on the consolidated balance sheet as a short-term loan.

Note 9 — Discontinued operations

On March 4, 2025, the Company entered into a Share Purchase Agreement with Architectix Limited, pursuant to which the Company sold all issued and outstanding shares it owns in Inno Metal Studs Corp (“IMSC”) and Inno AI Tech Corp (“AT”) for an aggregate purchase price of $1,000.

On March 28, 2025, the Company entered into a Membership Interest Purchase Agreement with Strucraft Group Limited, pursuant to which the Company sold all the membership interest it owns in Castor Building Tech LLC (“CBT”), which represents 55% of the outstanding membership interest in Castor Building Tech LLC, for an aggregate purchase price of $1,000.

In accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the assets and liabilities of the discontinued operations of IMSC, AT and CBT in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of March 31, 2025 and September 30, 2024, and consist of the following:

Schedule of Discontinued Operations

	March 31, 2025		September 30, 2024
	(unaudited)
Current assets from discontinued operations
Cash and cash equivalent	$	-	$	449,523
Inventories		-		333,074
Prepayments and other current assets		-		363,076
Total current assets from discontinued operations	$	-	$	1,145,673

Non-current assets from discontinued operations
Right-of-use assets	$	-	$	570,295
Property and equipment, net		-		1,300,583
Other non-current assets		-		9,851
Non-current assets from discontinued operations	$	-	$	1,880,729

Current liabilities from discontinued operations
Accounts payable	$	-	$	271,507
Deferred revenue		-		590,260
Other payables and accrued liabilities		-		149,252
Other payables – related party		-		1,000
Operating lease liability – current		-		60,236
Long-term notes payable – current portion		-		51,898
Total current liabilities from discontinued operations	$	-	$	1,124,153

Non-current liabilities from discontinued operations
Notes payable	$	-	$	58,948
Total non-current liabilities from discontinued operations	$	-	$	58,948

In accordance with the provisions of ASC 205-20, we have not included the results of operations from discontinued operations in the results of continuing operations in the consolidated statements of operations. The results of operations from discontinued operations for the three and six months ended March 31, 2025 and 2024, have been reflected as discontinued operations in the consolidated statements of operations for the three and six months ended March 31, 2025 and 2024, and consist of the following:

	2025			2024			2025			2024
	For the Three Months Ended March 31,						For the Six Months Ended March 31,
	2025			2024			2025			2024
Revenue	$	-		$	183,196		$	2,000		$	349,813

Cost of sales		-			208,991			-			378,608
GROSS PROFIT / (LOSS)		-			(25,795	)		2,000			(28,795	)

Selling, general and administrative expenses (exclusive of expenses shown separately below)		80,295			825,771			188,282			1,411,736
Impairment loss on goodwill		-			23,911			-			23,911
Bad debt expense		-			59,935			-			59,935
Depreciation		10,720			22,263			30,930			43,323
Total operating expenses		91,015			931,880			219,212			1,538,905

LOSS FROM OPERATIONS		(91,015	)		(957,675	)		(217,212	)		(1,567,700	)

Interest income (expenses), net		(759	)		(4,394	)		(2,522	)		(20,223	)
Other non-operating income (expense)		43,647			(57,263	)		23,938			(57,502	)
Total other (expenses) income, net		42,888			(61,657	)		21,416			(77,725	)
Net loss from discontinued operations		(48,127	)		(1,019,332	)		(195,796	)		(1,645,425	)

Non-controlling interest		71,229			(33,470	)		69,517			(49,216	)

Net loss from discontinued operations to the Company	$	(119,356	)	$	(985,862	)	$	(265,313	)	$	(1,596,209	)

In accordance with the provisions of ASC 205-20, we have included the net cash provided by discontinued operations in the consolidated statements of cash flows. The net cash provided by discontinued operations in the consolidated statements of cash flows for the six months ended March 31, 2025 and 2024, consists of the following:

	2025			2024
	For the Six Months Ended March 31, (unaudited)
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from discontinuing operation	$	(265,313	)	$	(1,596,209	)
Adjustments to reconcile net income to cash used in operating activities:
Non-controlling interest		69,517			-
Depreciation expense		30,930			43,323
Bad debt expense		-			59,935
Non-cash operating lease expense		69,003			103,481
Fixed assets disposal loss		63,035			250
Loss from investment disposal		-			23,715
Impairment loss		-			23,911
Change in discontinued operating assets and liabilities:
Accounts receivable		-			10,500
Inventories		-			33,440
Prepayments and other current assets		85,535			2,486,562
Accounts payable		11,798			(248,847	)
Unearned revenue		-			(498,018	)
Operating lease liabilities		(4,282	)		(62,957	)
Other payables and accrued liabilities		(437,889	)		175,924
Note payable		(21,282	)		-
Net cash used in operating activities by discontinued operations		(398,948	)		555,010
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed assets additions		(26,853	)		(270,798	)
Purchase of investment in equity investee		-			—
Proceed from investment disposal		-			1,569
Net cash used in investing activities by discontinued operations		(26,853	)		(269,229	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties		-			301,628
Payments to short-term loans		-			(560,000	)
Payment to long-term note		-			(24,405	)
Net cash provided by financing activities		-			(282,777	)
CHANGES IN CASH AND CASH EQUIVALENT	$	(425,801	)	$	3,004

Note 10 — Related party transactions

The Company borrows short term loans without interest from its Former CEO, Mr. Dekui Liu, for operation and cashflow needs from time to time. As of March 31, 2025, the amount due to Mr. Liu was $Nil. As of September 30, 2024, the amount due to Mr. Liu was $1,000.

As of March 31, 2025, the Company had an outstanding balance of $10,000 owed to a shareholder, Qi Wang. The amount arose due to an overpayment of investment funds by Qi Wang.

Starting in December 2022, for operation and cashflow needs, the Company advances funds from Zfounder Organization Inc., (“Zfounder”), one of the Company’s minority shareholders, and Wise Hill Inc., (“Wise Hill”), a company owned by a former shareholder of the Company who also serves as the CEO and Board member of Zfounder. The advanced amounts are non-interest bearing. As of March 31,2025, and September 30, 2024, the outstanding balance, due to Zfounder and Wise Hill, were $Nil and $Nil, respectively. During the three and six months ended March 31, 2025, other income of employee lease service from Zfounder was $Nil and $34,000, respectively. Zfounder was a principal shareholder of the Company as of September 30, 2024. In October 2024, Zfounder sold most of its shares of the Company to third parties, after which it became a minority shareholder of the Company, so both Zfounder and Wise Hill are no longer considered as related parties of the Company.

In March 2023, the Company entered into an agreement with Vision Opportunity Fund LP, a Florida limited partnership partially owned by a minority shareholder of the Company, who also serves as the CEO and Board member of Zfounder. In August 2023, all rights, obligations and interests under the agreement were subsequently assigned by Vision Opportunity Fund LP to its general partner, New Vision 101 LLC (“Vision 101”). Pursuant to the agreement, the Company agreed to provide supplies and act as project developer for an amount equal to $15,875,800 plus applicable taxes. As of March 31, 2025, amount of $244,185 has been received and recorded as deferred revenue, and $Nil amount of revenue has been recognized. As Zfounder is now a minority shareholder of the Company, Vision 101 is no longer considered as related parties of the Company.

On October 14, 2024, the Company entered into an equity investment agreement with an individual, securing a 15% ownership interest in Core Modu LLC. During the three and six months ended March 31, 2025, other income of employee lease service from Core Modu was $15,000. On March 28, 2025, the Company agreed to sell all of the membership interest it owns in Core Modu LLC, which represents 15% of the outstanding membership interest in Core Modu LLC. Core Modu LLC is no longer considered as related parties of the Company.

The Company purchases prefab home, materials and supplies, including design services from Baicheng Trading LLC (“Baicheng”), a company with a director related to the former Chairwoman. As of March 31, 2025, and September 30, 2024, the outstanding balance of prepayments to Baicheng was $Nil and $225,511, respectively. As the former Chairwoman resigned from her position of the Company in October 2024, Baicheng is no longer considered as a related party of the Company.

Note 11 — Equity

The Company was incorporated in Texas on September 8, 2021. The total authorized shares of capital stock were 200,000,000 shares without par value.

On November 30, 2022, the Company effected a forward stock split (the “Stock Split”) of the Company’s issued and outstanding shares of the common stock at a split ratio of 2-for-1. Further on July 24, 2023, the Company effected a reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of the common stock at a split ratio of 1-for-2 such that every holder of common stock of the Company shall receive one share of common stock for every two shares of common stock held and to reduce the number of authorized shares of common stock from 200,000,000 to 100,000,000. Shortly after the Reverse Stock Split, the Board of Directors of the Company approved issuance of additional shares to preserve the original purchase price per share of the shares sold in the period from February 1 to June 30, 2023.

On October 9, 2024, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock, no par value, (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior to October 9, 2024 were automatically converted into one-tenth (1/10) of a share of common stock. The Common Stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market on October 10, 2024. The trading symbols for the Common Stock remains “INHD”. The Reverse Stock Split did not reduce the number of authorized shares of Common Stock and did not change the par value of the Common Stock. The Reverse Stock Split affected all stockholders uniformly. Except to the extent that the Reverse Stock Split resulted in the stockholders’ fractional shares being rounded up, no other effects affect stockholder’s ownership percentage of the Company’s shares of Common Stock. 199,787 fractional shares were issued in connection with the Reverse Stock Split. All share numbers of the Company’s Common Stock are stated on a post-split basis.

As of March 31, 2025 and September 30, 2024, after giving effect to the stock splits of the outstanding shares of Common Stock, there were 4,209,127 and 2,279,960 shares of Common Stock issued and outstanding, respectively. The total authorized number of shares of capital stock was 100,000,000 shares without par value.

In December 2022, The Company issued 14,286 shares of its common stock at a price of $35.0 per share to an accredited investor for $500,000 in cash.

In February 2023, The Company issued 2,703 shares of its common stock at a price of $37.0 per share to an accredited investor for $100,000 in cash.

In March 2023, The Company issued 7,895 shares of its common stock at a price of $38.0 per share to an accredited investor for $300,000 in cash.

On June 20, 2023, the Company issued 1,316 shares of its common stock for a total value of $50,000 for services to be rendered during next twelve months by the immediate relative of the Company’s Chief Financial Officer. On June 20, 2023, the Company issued 1,973 shares of its common stock for a total value of $75,000 for services to be rendered during next twelve months by one nonemployee contractor. These shares were valued at $38.0 per share, which was the per share price for the most recent sale of the Company’s capital stock to accredited investors. On January 1, 2024, the Company issued 5,000 shares of its common stock for a total value of $72,000 for services to be rendered during next twelve months by one advisor firm. For three months ended March 31, 2025 and 2024, the Company recorded $1,050,005 and $31,250 as stock compensation expense under Selling, general and administrative expenses. As of March 31, 2025 and September 30, 2024, the remaining balance of $Nil and $9,000 was recorded as Prepayments and other current assets, respectively.

The registration statement for the Company’s Initial Public Offering (the “Offering”) was declared effective on November 9, 2023. The Common Stock commenced trading on the Nasdaq Capital Market (the “Nasdaq”) on December 14, 2023, under the symbol “INHD.” The closing of the Offering took place on December 18, 2023. On December 18, 2023, in connection with the closing of the initial public offering of 250,000 shares (“the Shares”) of its common stock, no par value, the Company adopted its Amended and Restated Bylaws, effective the same day. In connection with the Offering of the Shares at an offering price of $40.0 per share, the Company also granted the underwriters an option exercisable for 45-days to purchase up to 37,500 shares of Common Stock as the Public Offering Price, less the underwriting discount to cover-over allotment. Additionally, the Company also issued warrants to the underwriters to purchase up to 20,125 shares of Common Stock at an exercise price of $48.0 per share, subject to adjustment as set forth in the warrants, exercisable from June 18, 2024 and valid until December 18, 2028. On March 1, 2024, the Company entered into a warrant assumption agreement with the underwriter to assume those certain underwriter’s warrants for the purchase an aggregate amount of 20,125 shares of the Company’s common stock in connection with the Company’s initial public offering. Pursuant to the warrant assumption agreement, the Company paid an aggregate amount of $13,000 for the assumption of the Warrants. The paid amount of $13,000 was recorded to reduce Additional Paid-in Capital. As of September 30, 2024, the Warrants are no longer outstanding.

The total gross proceeds from the Offering were $10,000,000, before deducting underwriting discounts and other offering expenses associated with the Offering payable by the Company or paid by the Company. Transaction costs related to the offering amounted to $2,140,466, consisting of $700,000 of underwriting fees, $345,876 of underwriting related expenses, $595,000 of legal fees and $499,590 of other costs. Of the total transaction cost of $2,140,466, $

SEC Form 10-Q filed by Inno Holdings Inc.