Marwynn Holdings Inc. SEC Filings

Marwynn Holdings, Inc. (MWYN) filed a Form 8-K to report that on November 19, 2025, its board of directors approved exploring and expanding the company’s supply-chain management operations into an E-Waste Reverse Supply Chain Business. This expansion focuses on sourcing, logistics coordination, trading facilitation, documentation management, and commercial operations related to electronic waste and recyclable materials.

The company explicitly states that it will not engage in any physical processing, dismantling, recycling, or hazardous operations as part of this new business focus. Marwynn issued a press release on November 24, 2025 to announce this expansion, which is furnished as Exhibit 99.1 and is not deemed filed or incorporated by reference into other securities law filings.

Marwynn Holdings, Inc. (MWYN)1,777,230 MWYN shares of common stock on 11/19/2025 at a price of $0.51 per share, coded as an "S" sale transaction. Following this transaction, the reporting person shows 0 shares held indirectly through a spouse, while Yin Yan directly holds 5,993,255 shares of common stock. The relationship section notes roles as Director, Chairman and CEO, and former 10% Owner, with a post-transaction status indicated as "Under 10% after transaction." The filing explains that Ms. Yan and Mr. Wang, who are married, executed this transaction through private sales and have undertaken to provide full details of share counts and prices upon request to SEC staff, the company, or its security holders.

Marwynn Holdings, Inc. is implementing several major actions approved by written consent of its controlling stockholder. The company will expand its 2024 Equity Incentive Plan from 93,000 shares to 10,000,000 shares of common stock and increase authorized common shares from 45,000,000 to 500,000,000. As of the record date, 17,054,004 common shares and 135,000 Series A Super Voting Preferred shares were outstanding, with the CEO controlling 92.73% of voting power.

The board and majority holder also approved a private placement of up to $5,000,000 of units, with a maximum of 50,000,000 shares of common stock issuable, including warrant exercises, at a per-share purchase price of at least $0.30 and warrant exercise prices of at least $0.60 and $0.80. This issuance may exceed 20% of pre-transaction shares under Nasdaq Rule 5635 and could significantly dilute existing holders.

Separately, Marwynn agreed to sell all equity of its home improvement subsidiary, Grand Forest Cabinetry Inc., to Reli Home Décor Inc. for $550,000 in cash, with proceeds payable to the company. After the sale, Marwynn will focus on its food and beverage supply chain business through FuAn while remaining listed on Nasdaq under “MWYN.”

Marwynn Holdings, Inc. (MWYN) filed its definitive proxy for the 2025 Annual Meeting, scheduled for December 15, 2025 at 10:00 a.m. PT at 12 Chrysler Unit C, Irvine, CA. Stockholders will vote to elect five directors and to ratify Golden Eagle CPAs LLC as the independent registered public accounting firm for the fiscal year ending April 30, 2026.

Voting and control: The record date is October 27, 2025. Each common share carries one vote; each share of Series A Super Voting Preferred Stock carries 1,000 votes. As of the record date, 17,054,004 common shares and 135,000 Series A shares were outstanding. Marwynn is a Nasdaq “controlled company,” with Chair/CEO Yin Yan holding approximately 93.89% of total voting power.

Board and governance: The five-person board includes three independent directors and relies on controlled company exemptions for certain committees. The audit committee (all independent) recommends Golden Eagle; audit fees were $170,000 in FY2025 and $187,500 in FY2024. The board recommends voting FOR both proposals.

Marwynn Holdings (MWYN) completed a private stock sale. On October 28, 2025, the company sold 3,140,800 common shares at $0.45 per share, generating approximately $1,413,360 in gross proceeds.

The investors are accredited and purchased directly from the company under exemptions from registration, including Section 4(a)(2) and/or Regulation S. The agreement grants piggyback registration rights, allowing these investors to include their shares in future public offerings, with Marwynn covering related registration expenses.

Marwynn Holdings (MWYN) entered a definitive agreement to sell its wholly owned subsidiary, Grand Forest Cabinetry Inc. The company will sell all 70,000 shares it owns for a cash purchase price of $550,000, payable at closing.

The closing is subject to customary conditions, including board and stockholder approval, any required Nasdaq approval, no court or governmental prohibition, and no applicable law making the transaction illegal. The closing is not subject to a financing condition, and the company anticipates completion before the end of 2025. The agreement includes customary representations, warranties, covenants, mutual indemnities, and termination rights without a termination fee.

Marwynn Holdings (MWYN): Insider transaction disclosed. A Form 4 reports that former CFO Hong Le Liang sold 1,777,230 shares of common stock on 10/23/2025 in transactions coded “S” (sale) at a reported price of $0.51 per share. Following the sale, the filing shows 0 shares beneficially owned, held directly.

The filing notes the transactions were executed through private sales, with details available upon request to the SEC staff, the issuer, or a security holder of MWYN. The reporting person is identified as “Former CFO (resigned 9/16/25).”

Marwynn Holdings (MWYN) insiders reported a disposition of common stock. On 10/23/2025, a Form 4 shows a sale coded “S” of 2,843,568 shares of common stock at $0.51 per share. The shares were held indirectly and attributed to the reporting person by spouse.

Following the reported transactions, the filing lists 0 shares beneficially owned indirectly. The filing was made by more than one reporting person, identified as Mr. Sen Zhong and Ms. Zhifen Zhou. The relationship section notes “Former CFO (resigned 9/16/25)” and indicates the reporting person was under 10% ownership after the transaction. The explanation states the sales were executed through private sales.

Marwynn Holdings (MWYN) updated its 2025 Annual Meeting plans. The Board rescheduled the meeting to December 15, 2025 and will hold it in person at 12 Chrysler Unit C, Irvine, CA 92618. The record date remains October 27, 2025, determining who can vote.

The company confirmed that the deadlines for shareholder proposals and director nominations remain October 6, 2025 under Rule 14a-8 and the Bylaws. Additional meeting details will appear in the definitive proxy statement on Schedule 14A.