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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): February 10, 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 8.01. Other Events.
On February 10, 2026, Marwynn Holdings, Inc.,
a Nevada corporation (the “Company”) issued a press release announcing the signing of a non-binding Letter of Intent (“LOI”)
to acquire a 51% equity interest in DJ Mex Corp. (“DJ Mex”), a U.S.-based operator specializing in electronic-waste sourcing,
logistics coordination, and recyclable materials trading.
The corporate press releases shall not
be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of such Section 18. The information in this Item 8.01, as well
as Exhibits 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
Act regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated February 10, 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: February 10, 2026 |
Title: |
Chief Executive Officer and Chairperson |
2
Exhibit 99.1
Marwynn Holdings Signs Letter of Intent to Acquire
Majority Stake in DJ Mex Corp.,
Expanding EcoLoopX Circular Supply-Chain Platform
IRVINE, CA – February 10, 2026 – Marwynn Holdings, Inc.
(Nasdaq: MWYN) (“Marwynn” or the “Company”), a scalable supply-chain, technology, and circular-economy platform,
today announced the signing of a non-binding Letter of Intent (“LOI”) to acquire a 51% equity interest in DJ Mex Corp. (“DJ
Mex”), a U.S.-based company specializing in electronic-waste sourcing, logistics coordination, and recyclable materials trading.
The proposed transaction represents a strategic step toward expanding
Marwynn’s EcoLoopX platform, a non-operational “E-Waste Reverse Supply Chain” service that includes sourcing, logistics
coordination, trading facilitation, documentation management, and commercial operations related to electronic waste and recyclable materials,
without engaging in any physical processing, dismantling, recycling, or hazardous operations.
Proposed Acquisition Highlights
The proposed acquisition is expected to:
| ● | Strengthen Marwynn’s circular-economy and recyclable-materials supply-chain network; |
| ● | Expand sourcing and aggregation capabilities for electronic waste and recyclable materials; |
| ● | Enhance logistics coordination and commercial trading facilitation; |
| ● | Support cross-border supply-chain operations between the United States, Latin America, and Asia; and |
| ● | Accelerate the growth of the Company’s EcoLoopX asset-light platform. |
“Signing this LOI is an important milestone in the expansion
of our EcoLoopX platform, which enhances Marwynn’s ability to reposition its portfolio toward higher-value, recurring-revenue activities,”
said Yin Yan, Chief Executive Officer of Marwynn. “DJ Mex brings a strong operating foundation, experienced management team, and
established commercial network, which will serve us well as we continue to grow our business and create long-term value.”
Jeff Yang, Chief Executive Officer of DJ Mex Corp., commented, “We
are excited about the opportunity to partner with Marwynn, while becoming part of a Nasdaq-listed company. We expect this transaction
to provide DJ Mex with additional resources, strategic support, and access to capital markets to accelerate our growth, while providing
Marwynn with an expanded set of services for their customers.”
Transaction Overview
Key elements of the proposed transaction include:
| ● | A non-binding LOI, under which Marwynn would acquire 51% of the issued and outstanding equity interests of DJ Mex, subject to due
diligence, successful negotiation of definitive agreements, and customary closing conditions. There can be no assurance that a definitive
agreement will be executed, or that the transaction will be completed on the proposed terms or at all; |
| ● | Upon completion, DJ Mex is expected to operate as a majority-owned subsidiary within Marwynn’s EcoLoopX platform; |
| ● | Integration of DJ Mex into Marwynn’s existing EcoLoopX platform; |
| ● | Continuation of DJ Mex’s existing management team and operations; and |
| ● | Expansion of commercial and supply-chain collaboration. |
About Marwynn Holdings, Inc.
Marwynn Holdings, Inc. is a Nasdaq-listed company focused on developing
scalable platforms across supply-chain management, technology, and circular-economy sectors. Through its EcoLoopX platform, the Company
aims to build an asset-light global network connecting sourcing, logistics, and commercial operations within the recyclable-materials
and reverse supply-chain ecosystem. Learn more at https://www.marwynnholdings.com/.
About DJ Mex Corp.
DJ Mex Corp. is a U.S.-based company engaged in electronic-waste sourcing,
logistics coordination, and recyclable-materials trading. The company provides supply-chain and commercial support services connecting
upstream suppliers with licensed downstream processors, and maintains established relationships across North American and international
markets.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements in this
press release other than statements that are purely historical are forward looking statements. When used in this press release, the words
“estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are
intended to identify forward-looking statements. These forward-looking statements are not guarantees for future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are
outside the Company’s control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking
statements. Important factors, among others, are: the ability to manage growth; ability to identify and integrate future acquisitions;
the risk that a definitive agreement may not be executed or that the proposed transaction may not be completed to successfully acquire
51% of DJ Mex; and, if completed, that the transaction may not generate the anticipated synergies; ability to obtain additional financing
in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely
affecting the Company’s profitability; litigations; potential changes in the legislative and regulatory environment; a pandemic or epidemic;
the possibility that the Company may not succeed in developing its new lines of businesses due to, among other things, changes in the
business environment, competition, changes in regulation, or other economic and policy factors; and the possibility that the Company’s
new lines of business may be adversely affected by other economic, business, and/or competitive factors. The forward-looking statements
in this press release and the Company’s future results of operations are subject to additional risks and uncertainties set forth under
the heading “Risk Factors” in documents filed by the Company with the Securities and Exchange Commission (“SEC”),
including the Company’s latest annual report on Form 10-K, filed with the SEC on August 8, 2025, and as revised or updated in subsequent
filings, including current reports on Form 8-K. The forward-looking statements are based on information available to the Company on the
date hereof. In addition, such risks and uncertainties include the Company’s inability to predict or control bankruptcy proceedings and
the uncertainties surrounding the ability to generate cash proceeds through the sale or other monetization of the Company’s assets. The
Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on forward-looking statements, which
speak only as of the date of this press release.
Investor Relations Contact:
PondelWilkinson Inc.
Judy Lin or Laurie Berman
310-279-5980
info@marwynnholdings.com
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