Marwynn Holdings Files 8-K on Agreements and Equity Sales

TL;DR

Marwynn Holdings (MWNN) filed an 8-K detailing material agreements and equity sales. Stay tuned for details.

AI Summary

Marwynn Holdings, Inc. filed an 8-K on October 29, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and financial statements. The filing date indicates events occurred on or before October 28, 2025. The company is incorporated in Nevada and its principal executive offices are located in Irvine, California.

Why It Matters

This 8-K filing signals significant corporate actions by Marwynn Holdings, Inc., potentially impacting its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• Marwynn Holdings, Inc. (company) — Registrant
• October 28, 2025 (date) — Date of Earliest Event Reported
• October 29, 2025 (date) — Date of Report
• Nevada (jurisdiction) — State of Incorporation
• Irvine, CA (location) — Principal Executive Offices
• 949-706-9966 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — each exchange Common Stock, par value $0.001 per share MWYN The Nasdaq Stock Mar
• $0.45 — (the "Shares"), at a purchase price of $0.45 per Share, for aggregate gross proceeds
• $1,413,360 — gregate gross proceeds of approximately $1,413,360 (the "Offering"). The Agreement inclu

Filing Documents

• ea0261904-8k_marwynn.htm (8-K) — 28KB
• ea026190401ex10-1_marwynn.htm (EX-10.1) — 100KB
• 0001213900-25-103510.txt ( ) — 316KB
• mwyn-20251028.xsd (EX-101.SCH) — 3KB
• mwyn-20251028_lab.xml (EX-101.LAB) — 33KB
• mwyn-20251028_pre.xml (EX-101.PRE) — 22KB
• ea0261904-8k_marwynn_htm.xml (XML) — 4KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. Stock Purchase Agreement On October 28, 2025, Marwynn Holdings, Inc. (the "Company") entered into and closed a stock purchase agreement (the "Agreement") with certain investors (collectively, the "Subscribers"), pursuant to which the Subscribers agreed, subject to the terms and conditions of the Agreement, to purchase an aggregate of 3,140,800 shares of common stock, par value $0.001 per share (the "Shares"), at a purchase price of $0.45 per Share, for aggregate gross proceeds of approximately $1,413,360 (the "Offering"). The Agreement includes customary representations, warranties, and covenants by the Company and the Subscribers. In addition, pursuant to the Agreement, the Company has agreed to certain piggyback registration rights with respect to the Shares sold in the Offering (the "Registrable Securities") to allow Subscribers to include their Registrable Securities in public offerings of securities of the Company (including, but not limited to, registration statements related to secondary offering of securities of the Company). The Company will bear the expenses incurred in connection with the filing of any registration statements related to the Registrable Securities. Each Subscriber has represented that it is an accredited investor within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended ("Securities Act"), and has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of the Subscriber's purchase as contemplated by the Agreement. The foregoing descriptions of the Agreements do not purport to be complete and are qualified in its entirety by reference to the full text of such document attached as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Shares to be issued under the Agreements are made in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and/or Regulation S as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act as promulgated by the SEC under the Securities Act. The Offering is not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by any investor in connection with the Offering. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

01 Financial

Item 9.01 Financial (d) Exhibits. Exhibit No. Description 10.1 Form of Stock Purchase Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 SIGNATURE 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. Marwynn Holdings, Inc. By: /s/ Yin Yan Name: Yin Yan Date: October 29 , 2025 Title: Chief Executive Officer and Chairperson 2

View Full Filing

View this 8-K filing on SEC EDGAR