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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): October 28,
2025
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) |
12 Chrysler Unit C
Irvine,CA |
|
92618 |
| (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 1.01. Entry into
a Material Definitive Agreement.
Stock Purchase Agreement
On October 28, 2025,
Marwynn Holdings, Inc. (the “Company”) entered into and closed a stock purchase agreement (the “Agreement”)
with certain investors (collectively, the “Subscribers”), pursuant to which the Subscribers agreed, subject to the terms
and conditions of the Agreement, to purchase an aggregate of 3,140,800 shares of common stock, par value $0.001 per share (the
“Shares”), at a purchase price of $0.45 per Share, for aggregate gross proceeds of approximately $1,413,360 (the
“Offering”).
The Agreement includes customary
representations, warranties, and covenants by the Company and the Subscribers. In addition, pursuant to the Agreement, the Company has agreed
to certain piggyback registration rights with respect to the Shares sold in the Offering (the “Registrable Securities”) to
allow Subscribers to include their Registrable Securities in public offerings of securities of the Company (including, but not limited
to, registration statements related to secondary offering of securities of the Company). The Company will bear the expenses incurred in
connection with the filing of any registration statements related to the Registrable Securities.
Each Subscriber has represented
that it is an accredited investor within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended
(“Securities Act”), and has such knowledge and experience in financial and business matters that the Subscriber is capable
of evaluating the merits and risks of the Subscriber’s purchase as contemplated by the Agreement.
The foregoing descriptions
of the Agreements do not purport to be complete and are qualified in its entirety by reference to the full text of such document attached
as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered
Sales of Equity Securities.
The information set forth
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Shares to be issued
under the Agreements are made in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act
and/or Regulation S as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the
Securities Act as promulgated by the SEC under the Securities Act. The Offering is not conducted in connection with a public
offering, and no public solicitation or advertisement was made or relied upon by any investor in connection with the Offering. This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities
be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Stock Purchase Agreement |
| 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 29, 2025 |
Title: |
Chief Executive Officer and Chairperson |
