Nasdaq warns Marwynn (NASDAQ: MWYN) over minimum $1 bid price

Rhea-AI Filing Summary

Marwynn Holdings, Inc. has received a deficiency notice from Nasdaq because its common stock has traded below the required $1.00 minimum bid price for 30 consecutive business days, from December 15, 2025 through January 28, 2026.

The company has until July 28, 2026 — a 180‑day grace period under Nasdaq Listing Rule 5810(c)(3)(A) — to regain compliance by having its share price at or above $1.00 for at least ten consecutive business days. The notice does not immediately affect the current listing or trading of Marwynn’s shares on the Nasdaq Capital Market, and the company plans to monitor its stock price and consider options to restore compliance.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency and delisting risk: Marwynn’s stock traded below the $1.00 minimum bid price for 30 consecutive business days, prompting a Nasdaq deficiency notice and starting a 180‑day period to regain compliance or face potential delisting from the Nasdaq Capital Market.

Insights

Equity markets & listing standards analyst

Nasdaq has flagged Marwynn for a bid-price violation, starting a 180‑day clock to avoid potential delisting.

Marwynn Holdings has fallen out of compliance with Nasdaq’s $1.00 minimum bid price requirement after its shares closed below that level for 30 straight business days, triggering a formal deficiency notice.

Under Nasdaq Rule 5810(c)(3)(A), the company has until July 28, 2026 to get its stock price back to at least $1.00 for a minimum of ten consecutive business days. The notice explicitly states that there is no immediate impact on the current Nasdaq Capital Market listing.

If Marwynn does not regain compliance by July 28, 2026, Nasdaq may provide additional time or proceed toward delisting, depending on eligibility criteria. The company states it will monitor the closing bid price and evaluate options, so subsequent disclosures will clarify any concrete steps it decides to take.

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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): January 29, 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)

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On January 29, 2026, Marwynn Holdings, Inc. (the “Company”) received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”), indicating that the Company is not in compliance with the minimum bid price requirement of $1.00 per share under the Nasdaq Listing Rules (the “Listing Rules”). Based on the closing bid price of the Company’s listed securities for the last 30 consecutive business days from December 15, 2025 to January 28, 2026, the Company no longer meets the minimum bid price requirement set forth in the Listing Rules 5550(a)(2). The Notice is only a notification of deficiency and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market.

The Notice states that under the Listing Rules 5810(c)(3)(A), the Company is provided with a compliance period of 180 calendar days, or until July 28, 2026, to regain compliance under the Listing Rules. To regain compliance, the Company’s shares of common stock must be at least $1.00 for a minimum of ten consecutive business days. In the event the Company does not regain compliance by July 28, 2026, the Company may be eligible for additional time to regain compliance or may face delisting.

The Company intends to monitor the closing bid price of its common shares between now and July 28, 2026, and to evaluate its available options to regain compliance within the compliance period. 

1

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: February 3, 2026	Title:	Chief Executive Officer and Chairperson

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FAQ

What Nasdaq notice did Marwynn Holdings (MWYN) receive?

Marwynn Holdings received a Nasdaq deficiency notice because its stock failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days. This formal notice begins a compliance period but does not immediately affect the stock’s current listing on the Nasdaq Capital Market.

Why is Marwynn Holdings (MWYN) out of compliance with Nasdaq rules?

Marwynn is out of compliance because its common stock closed below $1.00 per share for 30 straight business days, from December 15, 2025 to January 28, 2026. This violates Nasdaq Listing Rule 5550(a)(2) regarding the minimum bid price standard for continued listing.

How long does Marwynn Holdings (MWYN) have to regain Nasdaq compliance?

Marwynn has 180 calendar days, until July 28, 2026, to regain compliance. To do so, its common stock must trade at or above $1.00 for at least ten consecutive business days, as required under Nasdaq Listing Rule 5810(c)(3)(A).

Does the Nasdaq deficiency notice immediately delist Marwynn (MWYN) shares?

No, the deficiency notice does not immediately delist Marwynn’s shares. Nasdaq’s notice is described as a notification of deficiency only, with no current effect on the listing or trading of the company’s common stock on the Nasdaq Capital Market.

What happens if Marwynn Holdings (MWYN) does not fix the bid price issue by July 28, 2026?

If Marwynn does not regain compliance by July 28, 2026, Nasdaq may either grant additional time to regain compliance or begin delisting proceedings. The exact outcome would depend on the company’s eligibility and Nasdaq’s determination under its Listing Rules.

How does Marwynn Holdings (MWYN) plan to address the Nasdaq bid price deficiency?

Marwynn states it intends to monitor the closing bid price of its common shares through July 28, 2026 and evaluate available options to regain compliance. Specific actions have not been detailed, but any chosen measures would aim to restore the stock above Nasdaq’s minimum bid requirement.