Marvion Inc. (MVNC) swaps $500,000 debt for 14,992,504 common shares

Rhea-AI Filing Summary

Marvion Inc. entered into a Debt to Equity Conversion Agreement with its sole officer and director, Chan Sze Yu. The company agreed to issue 14,992,504 shares of common stock at a price of $0.03335 per share to Mr. Chan. In exchange, Marvion will fully settle its outstanding debt obligation of $500,000 owed to him. The per share price was based on the fifteen-day average closing price of the common stock immediately before the agreement date. The company’s Board of Directors approved this conversion on December 1, 2025.

Insights

Capital structure and governance analyst

Marvion converts $500,000 insider debt into equity, reducing liabilities but increasing share count.

Marvion Inc. agreed to issue 14,992,504 common shares at $0.03335 per share to its sole officer and director, Chan Sze Yu, to extinguish $500,000 of debt. This replaces a fixed liability with additional equity, which can ease pressure on cash resources by removing a debt claim from the balance sheet.

The pricing is tied to the fifteen-day average closing price, indicating the conversion is referenced to recent market levels rather than a deep discount stated in this disclosure. Because Mr. Chan is both the sole officer and director, the transaction concentrates ownership further while the board, comprised of the same individual, approved the agreement.

The overall effect depends on Marvion’s existing share count and capital needs, which are not detailed here. Future periodic reports may show how this conversion affects total shares outstanding, leverage, and any changes in Mr. Chan’s ownership percentage.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 2, 2025 (December 1, 2025)

Marvion Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-53612		26-2723015
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Room 1401, 14/F, Phase 1, Austin Tower,
22-26 Austin Avenue,
Kowloon, Hong Kong		00000
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code +852 2111 4437

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each Class	Trading Symbol	Name of each exchange on which registered
Common	MVNC	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  

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.      ☐

Item 8.01  Other Events.

Debt to Equity Conversion Agreement

On December 1, 2025, Marvion Inc., a Nevada corporation (“we,” “us” or the “Company”), and Chan Sze Yu, our sole officer and director, entered into that certain Debt to Equity Conversion Agreement, pursuant to which the Company agreed to issue to Mr. Chan 14,992,504 shares of our common stock, at a per share price of $0.03335, as payment in full of the Company’s debt in the aggregate amount of $500,000 to Mr. Chan. The per share price of our common stock was based upon the fifteen day average closing price of the Company’s common stock immediately preceding the date of the Debt to Equity Conversion Agreement. The Debt to Equity Conversion Agreement was approved by our Board of Directors on December 1, 2025.

The foregoing description of the Debt to Equity Conversion Agreement is qualified in its entirety by reference to the Debt to Equity Conversion Agreement, which is filed as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

Number		Exhibit
10.1		Debt to Equity Conversion Agreement*
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 * Filed herewith

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.

	Marvion Inc.
Dated: December 2, 2025
	By:	/s/ Chan Sze Yu
		Chan Sze Yu
		Chief Executive Officer

2

FAQ

What did Marvion Inc. (MVNC) announce in this 8-K?

Marvion Inc. disclosed a Debt to Equity Conversion Agreement with its sole officer and director, Chan Sze Yu, converting $500,000 of debt owed to him into common stock.

How many Marvion Inc. (MVNC) shares are being issued in the debt conversion?

Marvion Inc. agreed to issue 14,992,504 shares of its common stock to Chan Sze Yu as payment in full for the $500,000 debt.

What is the conversion price per share in Marvion Inc.’s (MVNC) debt-to-equity deal?

The agreed per share price is $0.03335, based on the fifteen-day average closing price of Marvion Inc.’s common stock immediately before the agreement date.

Who is receiving the new Marvion Inc. (MVNC) shares from the debt conversion?

The new shares will be issued to Chan Sze Yu, who is Marvion Inc.’s sole officer and director and the holder of the $500,000 debt being settled.

When was Marvion Inc.’s (MVNC) Debt to Equity Conversion Agreement approved?

The Debt to Equity Conversion Agreement was approved by Marvion Inc.’s Board of Directors on December 1, 2025.

Does the debt conversion fully settle Marvion Inc.’s obligation to its officer?

Yes, issuance of the 14,992,504 common shares at $0.03335 per share is described as payment in full of the $500,000 debt owed to Chan Sze Yu.