Marwynn Holdings Files 8-K on Asset Deal & Bylaw Changes

Ticker: MWYN · Form: 8-K · Filed: Dec 23, 2025 · CIK: 2030522

Sentiment: neutral

Topics: acquisition, corporate-action, filing

TL;DR

Marwynn Holdings (MWYN) filed an 8-K detailing asset acquisition/disposition and charter amendments.

AI Summary

Marwynn Holdings, Inc. filed an 8-K on December 23, 2025, reporting on the completion of an acquisition or disposition of assets, amendments to its articles of incorporation, and financial statements. The filing date for the report is December 22, 2025. The company is incorporated in Nevada and its principal executive offices are located in Irvine, California.

Why It Matters

This 8-K filing indicates significant corporate actions by Marwynn Holdings, Inc., including asset transactions and potential changes to its governing documents, which could impact its business structure and operations.

Risk Assessment

Risk Level: medium — Filings related to acquisitions, dispositions, and amendments to corporate documents can signal significant strategic shifts or financial events that may carry inherent risks.

Key Numbers

Key Players & Entities

FAQ

What specific assets were acquired or disposed of by Marwynn Holdings, Inc.?

The filing indicates the completion of an acquisition or disposition of assets, but the specific details of the assets involved are not provided in this excerpt.

What were the amendments made to Marwynn Holdings, Inc.'s articles of incorporation or bylaws?

The filing states that amendments to articles of incorporation or bylaws were reported, but the nature of these amendments is not detailed in this section.

What is the significance of the financial statements being filed?

The filing includes financial statements, suggesting a need to report on the company's financial position, likely related to the asset transaction or other corporate events.

When was Marwynn Holdings, Inc. incorporated?

Marwynn Holdings, Inc. was incorporated in Nevada, as indicated by the filing.

What is the primary business of Marwynn Holdings, Inc.?

Marwynn Holdings, Inc. is classified under SIC code 5141, which corresponds to Wholesale - Groceries & General Line.

Filing Stats: 1,223 words · 5 min read · ~4 pages · Grade level 12.5 · Accepted 2025-12-23 08:00:41

Key Financial Figures

Filing Documents

01 Completion of Acquisition or

Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed, on October 27, 2025, Marwynn Holdings, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Reli Home Dcor Inc., a California corporation (the "Buyer"), pursuant to which the Company agreed to sell all 70,000 shares of common stock of its wholly owned subsidiary, Grand Forest Cabinetry Inc., a California corporation ("Grand Forest"), to the Buyer for an aggregate cash purchase price of $550,000, payable at closing (the "Transaction"). Grand Forest is engaged in the business of indoor home improvement supply chain management. The Purchase Agreement and the Transaction were approved by the stockholder holding a majority of the voting power of the Company's voting securities as of the record date, by written consent in lieu of a meeting. As disclosed in the Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on December 1, 2025, such approval became effective on December 22, 2025, in accordance with Rule 14c-2 of the Exchange Act, and the rules promulgated by the U.S. Securities and Exchange Commission thereunder. The Closing occurred on December 22, 2025, at which time the full purchase price was paid and 100% ownership of Grand Forest was transferred to the Buyer in accordance with the terms of the Purchase Agreement. The Buyer is a privately held corporation focused on providing customized flooring and home remodeling products and services. To the Company's knowledge, the Buyer is not a party to any pending or threatened legal proceedings, nor is it aware of any such matters involving its directors, officers, or affiliates. Except for preliminary discussions in connection with the Transaction, the Buyer has not entered into any negotiations, transactions, agreements, arrangements, or material contacts with the Company or any of its directors, officers, controlling persons, or subsidiar

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Pursuant to the Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on December 1, 2025, which approval became effective on December 22, 2025, in accordance with Rule 14c-2 of the Exchange Act, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada on December 22, 2025 (the "Amendment"), to increase the number of authorized shares of common stock, $0.001 par value per share ("Common Stock"), from 45,000,000 to 500,000,000. The Amendment, along with the other actions approved by written consent of the majority stockholder as described in the Information Statement, became effective on December 22, 2025, in accordance with Rule 14c-2 of the Exchange Act, and the rules promulgated by the U.S. Securities and Exchange Commission thereunder. The foregoing descriptions of the Amendment do not purport to be complete and are qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated by reference herein. 1

01 Financial

Item 9.01 Financial (b) Pro forma financial information The unaudited pro forma financial information of the Company, (i) the pro forma consolidated balance sheets as of October 31, 2025 and April 30, 2025; and (ii) the unaudited pro forma condensed consolidated statements of operations for the six months ended October 31, 2025 and years ended April 30, 2025 and April 30, 2024, in connection with the Transaction, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The unaudited pro forma condensed consolidated financial statements are based on the Company's historical consolidated financial statements adjusted to give effect to the Transaction. The unaudited pro forma condensed consolidated statements of operations for the six months ended October 31, 2025 and years ended April 30, 2025 and April 30, 2024 have been prepared with the assumption that the Transaction occurred as of the beginning of the statement period to present the impact of the sale of Grand Forest on continuing operations. The unaudited pro forma condensed consolidated balance sheet as of October 31, 2025 and April 30, 2025 have been prepared with the assumption that the Transaction was completed as of the balance sheet date. (d) Exhibits. Exhibit No. Description 2.1 Securities Purchase Agreement Entered into Between the Company and Reli Home Dcor Inc., Dated October 27, 2025 (Incorporated herein by reference to Exhibit 2.1 to the Registrant's Annual Report on Form 8-K, filed with the SEC on October 28, 2025) 3.1 Second Amended and Restated Articles of Incorporation 99.1 Unaudited pro forma condensed combined financial information 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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 authoriz

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