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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 9, 2026
MARWYNN
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42554 |
|
99-1867981 |
| (State
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
2955
Main Street, Ste 100
Irvine,
CA 92614
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: 949-706-9966
(Former
name or former address, if changed since last report): [N/A]
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 or Rule 12b-2
of the Exchange Act.
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
8.01. Other Events.
On
October 8, 2026, Marwynn Holdings, Inc. (the “Company”) entered into a memorandum of understanding (the “MOU”)
with OmniX Technologies Pte. Ltd., a Singapore private company limited by shares (UEN 202529394M), which is identified in the MOU as
the owner and operator of the OmniX platform (“OmniX”). The MOU establishes a framework to evaluate potential cooperation
in artificial intelligence (“AI”) and high-performance computing infrastructure, AI applications and data analytics, real-world
asset (“RWA”) and securities infrastructure, distribution and market development, regional market entry, and corporate and
capital markets matters.
The
parties will evaluate whether the Company, directly or through an affiliate (including NexaCore Technologies, Inc.), may provide AI and
high-performance computing services for OmniX platform workloads, including model training, fine-tuning, inference, model serving, data
processing, and analytics. They also will evaluate joint development, deployment, and operation of AI services, including agent orchestration,
quantitative and trading-strategy support, risk and margin analytics, fraud and market-abuse detection, prediction functions, customer-support
automation, and RWA valuation and risk modeling. Potential work also includes data pipelines and governance, and use of AI services in
investor education, suitability assessment, and compliance monitoring, subject to applicable law and the MOU’s data and confidentiality
provisions.
Other
areas for evaluation include an operating model for the issuance, custody, trading, settlement, and lifecycle servicing of RWA instruments;
regulatory mapping and specification of an initial RWA product; potential distribution through the OmniX platform and the use of the
Company’s corporate, institutional, and investor relationships; and investor education. The parties also will evaluate a regional
hub for AI, computing, and digital financial services serving the Caribbean and Latin America, and structures through which the Company’s
U.S.-listed position may support the cooperation. The parties may evaluate a strategic investment or other corporate transaction, but
the MOU does not commit the Company to any investment, securities issuance, acquisition, or other transaction.
The
MOU designates the Company and its affiliates as OmniX’s preferred suppliers of computing and AI services required for the OmniX
platform in the defined territory, and OmniX as the Company’s preferred provider of RWA securities trading infrastructure, multi-asset
account technology, and related platform services in that territory. The territory consists of markets in which both parties hold the
licenses, registrations, or permissions required for the relevant activity, plus any other markets agreed in writing by the coordination
committee.
These
preferred-partner provisions are binding obligations as to process and priority, but do not require either party to place or accept an
order, transact at any price, or enter into a definitive agreement. For covered requirements, the requesting party must first offer the
requirement to the other party before soliciting or concluding an arrangement with a third party, unless the other party declines in
writing, does not respond within 15 business days, or cannot meet the requirement on terms that, taken as a whole, are no less favorable
than those available from a third party. Exceptions include existing arrangements, requirements of affiliates or existing customers as
of the effective date, certain legal, regulatory, or customer constraints, and requirements outside the territory. Either party may terminate
its preferred-partner obligations on 30 days’ written notice.
The
MOU contemplates an indicative four-phase evaluation: mobilization during the first 30 days; assessment during days 31 through 120; potential
limited pilots during months five through nine; and potential negotiation and execution of definitive agreements during months ten through
eighteen. A coordination committee will oversee the evaluation and review progress at specified review points. The timing is indicative,
and neither party is required to commence or continue a workstream or proceed to a later phase.
Except
for specified provisions, the MOU records the parties’ present intentions and is nonbinding. The provisions designated as
binding address definitions and interpretation, preferred-partner procedures, regulatory and compliance matters, confidentiality and
announcements, intellectual property, AI and security, costs, the parties’ legal status, survival matters, governing law and
dispute resolution, and general contractual matters. Clause 14 is binding only as to survival. Each party retains its
pre-existing and independently developed intellectual property; ownership and exploitation rights for jointly developed intellectual
property will be determined in a definitive agreement. The MOU does not create a partnership, joint venture, agency, fiduciary, or
employment relationship.
The
MOU does not obligate either party to purchase or supply services, invest or provide funding, transfer or license assets, implement a
project, or enter into a definitive agreement. It specifies no price, fee, revenue share, investment amount, or minimum purchase commitment
and does not establish contracted revenue for the Company. Each party generally bears its own evaluation costs and is responsible for
the licenses, registrations, approvals, and permissions required for its activities. Any implementation will require separate definitive
agreements and any applicable approvals, licenses, and permissions. The MOU itself does not confer regulatory authorization on either
party.
The
MOU states that it will remain in effect for 18 months from its effective date, unless extended in writing or superseded by definitive
agreements. It provides for termination on 60 days’ written notice and for immediate termination in specified circumstances involving
an uncured material breach, insolvency, or legal or regulatory constraints. The MOU also permits the Company and its affiliates, subject
to applicable law and exchange requirements, to disclose the MOU and the cooperation in SEC filings, press releases, offering documents,
investor presentations, and other capital-markets materials.
The
foregoing description is qualified in its entirety by reference to the full text of the MOU, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Forward-Looking
Statements
This
Current Report contains forward-looking statements, including statements regarding potential cooperation with OmniX; possible AI and
high-performance computing services and AI applications; RWA and securities infrastructure; distribution and regional market development;
potential pilots; and possible definitive agreements or corporate transactions. These statements reflect current expectations and are
subject to risks and uncertainties. Actual outcomes could differ materially based on, among other things, whether the parties agree on
commercial terms; whether required licenses, registrations, approvals, and permissions are obtained; the availability and cost of computing
capacity and funding; cybersecurity, data-protection, regulatory, and model-governance risks; and customer demand and commercial viability.
There can be no assurance that any contemplated workstream, pilot, or definitive agreement will proceed or generate revenue. Additional
risks are described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation
to update these statements except as required by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| 104 |
— | Cover Page Interactive Data File (embedded within
the Inline XBRL document).
|
SIGNATURES
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 |
| |
Title: |
Chief
Executive Officer and Chairperson |
| |
Date: |
October
9, 2026 |
