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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): 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.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On September 25, 2026, the Board of Directors (the “Board”)
of Marwynn Holdings, Inc. (the “Company”) approved and adopted the Third Amended and Restated Bylaws of the Company (the “Third
A&R Bylaws”), effective immediately. The Third A&R Bylaws amend and restate the Company’s Second Amended and Restated
Bylaws in its entirety to, among other things, conform certain provisions to the Nevada Revised Statutes, including provisions relating to record dates, notice of stockholder meetings, and stockholder voting.
The foregoing description of the Third A&R Bylaws does not purport
to be complete and is qualified in its entirety by reference to the full text of the Third A&R Bylaws, a copy of which is filed as
Exhibit 3.1 to this Current Report on Form 8-K 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, effective as of September 25, 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: September 28, 2026 |
Title: |
Chief Executive Officer and Chairperson |
