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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
September 25, 2026
MARWYNN HOLDINGS, INC.
(Exact Name of Registrant as Specified in its
Charter)
| Nevada |
|
001-42554 |
|
99-1867981 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
2955 Main Street, Ste 100A
Irvine, CA |
|
92614 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 949-706-9966
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:
| ☐ |
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 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class Symbol(s) on which registered |
|
Trading |
|
Name of each exchange |
| Common Stock, par value $0.001 per share |
|
MWYN |
|
The Nasdaq Stock Market LLC |
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.
Explanatory Note
Marwynn Holdings, Inc. (the “Company”)
is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K (this “Amendment”) filed by the Company with the
U.S. Securities and Exchange Commission (the “SEC”) on September 28, 2026 (the “Original Filing”). Except as described
herein, this Amendment does not amend or update any other information contained in the Original Filing.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
As previously disclosed, on September 25, 2026, the Board of Directors
(the “Board”) of the Company approved and adopted the Third Amended and Restated Bylaws of the Company (the “Prior Third
A&R Bylaws”). The Prior Third A&R Bylaws inadvertently omitted an intended revision. On October 7, 2026, the Board approved
and adopted the corrected Third Amended and Restated Bylaws of the Company (the “Corrected Third A&R Bylaws”), effective
immediately, which supersede and replace the Prior Third A&R Bylaws in their entirety.
The foregoing description of the Corrected Third A&R Bylaws does
not purport to be complete and is qualified in its entirety by reference to the full text of the Corrected Third A&R Bylaws, a copy
of which is filed as Exhibit 3.1 to this Current Report on this Form 8-K/A and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 3.1 |
|
The Third Amended and Restated Bylaws of the Company (Corrected), effective as of October 7, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 13, 2026 |
Title: |
Chief Executive Officer and Chairperson |
