Marvion Inc. (MVNC) issues 15.8M shares to settle $3.95M subsidiary debt

Rhea-AI Filing Summary

Marvion Inc. entered into a Settlement and Share Issuance Agreement with Star Warehouse Engineering Limited. The company agreed to issue 15,816,576 shares of its common stock to Ng Chun Man as “Settlement Shares” at a price of $0.0321 per share. These shares are being issued as full payment of a $3,950,000 debt owed by United Warehouse Management Limited, a wholly owned subsidiary of Marvion, to Star Warehouse.

The per-share price was based on the seven-day average closing price of Marvion’s common stock immediately before the agreement date. The company’s Board of Directors approved the agreement on December 30, 2025, and the full contract is included as an exhibit for reference.

Insights

Capital structure and credit analyst

Marvion is extinguishing $3.95M subsidiary debt by issuing 15.8M shares.

Marvion Inc. agreed to settle a $3,950,000 debt owed by its wholly owned subsidiary, United Warehouse Management Limited, to Star Warehouse Engineering Limited. Instead of paying cash, the company will issue 15,816,576 common shares to Ng Chun Man at a price of $0.0321 per share, based on the seven-day average closing price before the agreement date.

This transaction reduces the subsidiary’s debt obligations while increasing Marvion’s share count. The economic effect depends on how significant the $3,950,000 liability and 15,816,576 new shares are relative to the company’s overall balance sheet and existing shares, which is not detailed here. The agreement was approved by the Board of Directors on December 30, 2025, and its full terms are set out in the attached exhibit.

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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 31, 2025 (December 30, 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.)

Unit B, 15/F, Teda Building,
87 Wing Lok Street,
Sheung Wan, 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.

Settlement and Share Issuance Agreement

On December 30, 2025, Marvion Inc., a Nevada corporation (“we,” “us” or the “Company”), and Star Warehouse Engineering Limited (“Star Warehouse”) entered into that certain Settlement and Share Issuance Agreement (the “Agreement”), pursuant to which the Company agreed to issue to Ng Chun Man 15,816,576 shares of our common stock (“Settlement Shares”), at a per share price of $0.0321, as payment in full of the United Warehouse Management Limited’s, a wholly owned subsidiary of the Company, debt in the aggregate amount of $3,950,000 to Star Warehouse. The per share price of our common stock was based upon the seven day average closing price of the Company’s common stock immediately preceding the date of the Agreement. The Agreement was approved by our Board of Directors on December 30, 2025.

The foregoing description of the Agreement is qualified in its entirety by reference to the 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		Settlement and Share Issuance 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 31, 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 Settlement and Share Issuance Agreement under which it will issue 15,816,576 common shares to Ng Chun Man to fully settle a $3,950,000 debt owed by its wholly owned subsidiary to Star Warehouse Engineering Limited.

How many Marvion Inc. shares are being issued in the settlement?

Marvion Inc. agreed to issue 15,816,576 shares of its common stock as “Settlement Shares” under the Settlement and Share Issuance Agreement.

What is the settlement share price in the Marvion Inc. (MVNC) agreement?

The Settlement Shares are priced at $0.0321 per share, based on the seven-day average closing price of Marvion’s common stock immediately before the agreement date.

What debt is Marvion Inc. settling through this share issuance?

The share issuance settles $3,950,000 of debt owed by United Warehouse Management Limited, a wholly owned subsidiary of Marvion Inc., to Star Warehouse Engineering Limited.

Who will receive the new Marvion Inc. (MVNC) shares in the settlement?

The 15,816,576 Settlement Shares will be issued to Ng Chun Man as payment in full of the $3,950,000 debt to Star Warehouse Engineering Limited.

When did Marvion Inc. approve the Settlement and Share Issuance Agreement?

Marvion Inc.’s Board of Directors approved the Settlement and Share Issuance Agreement on December 30, 2025.