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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 24, 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 5.08 Shareholder Director Nominations
On September 24, 2025, the board of directors
(the “Board”) of Marwynn Holdings, Inc. (the “Company”) established December 4, 2025 as the date of the Company’s
2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) which will be held virtually online by means of remote communication.
The record date for the 2025 Annual Meeting is October 27, 2025 (the “Record Date”). Stockholders owning the Company’s
common stock and preferred stock at the close of business on the Record Date, or their legal proxy holders, are entitled to vote at the
2025 Annual Meeting. The Company however reserves the right to change the record date or the meeting date.
Since the Company did not hold an annual stockholders
meeting the previous year, the Company is filing this Current Report on Form 8-K to inform stockholders of the 2025 Annual Meeting and
to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder director nominations.
Stockholders of the Company who wish to have a
proposal considered for inclusion in the Company’s proxy materials for the 2025 Annual Meeting pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or pursuant to the Company’s Second Amended and Restated
Bylaws (the “Bylaws”), must ensure that such proposal is delivered to or mailed to and received by the Company’s Secretary
at Marwynn Holdings, Inc. 12 Chrysler Unit C, Irvine, CA 92618 on or before the close of business on October 6, 2025, which the Company
has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials. Such proposals must comply
with all applicable procedures and requirements of Rule 14a-8 and the Bylaws.
In addition to complying with October 6, 2025
deadline, stockholder director nominations and stockholder proposals, including any notice on Schedule 14N, intended to be considered
for inclusion in the Company’s proxy materials for the 2025 Annual Meeting must also comply with all applicable Securities and Exchange
Commission rules, including Rule 14a-8, Nevada corporate law and the Bylaws in order to be eligible for inclusion in the proxy materials
for the 2025 Annual Meeting. Any director nominations and stockholder proposals received after the October 6, 2025 deadline will be considered
untimely and will not be considered for inclusion in the proxy material for the 2025 Annual Meeting nor will it be considered at the 2025
Annual Meeting.
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 26, 2025 |
Title: |
Chief Executive Officer and Chairperson |
