MVNC 8-K
Marvion Inc. (MVNC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): December 31, 2025 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number,
including area code +
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 (see General Instruction A.2 below):
| 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) | |
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Securities registered pursuant to Section 12(g) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| N/A |
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.
Settlement and Share Issuance Agreement
On December 30, 2025, Marvion Inc., a Nevada corporation (“we,” “us” or the “Company”), and Star Warehouse Engineering Limited (“Star Warehouse”) entered into that certain Settlement and Share Issuance Agreement (the “Agreement”), pursuant to which the Company agreed to issue to Ng Chun Man 15,816,576 shares of our common stock (“Settlement Shares”), at a per share price of $0.0321, as payment in full of the United Warehouse Management Limited’s, a wholly owned subsidiary of the Company, debt in the aggregate amount of $3,950,000 to Star Warehouse. The per share price of our common stock was based upon the seven day average closing price of the Company’s common stock immediately preceding the date of the Agreement. The Agreement was approved by our Board of Directors on December 30, 2025.
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Number | Exhibit | |
| 10.1 | Settlement and Share Issuance Agreement* | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
* Filed herewith
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.
| Marvion Inc. | ||
| Dated: December 31, 2025 | ||
| By: | /s/ CHAN Sze Yu | |
| CHAN Sze Yu | ||
| Chief Executive Officer | ||
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Exhibit 10.1
SETTLEMENT AND SHARE ISSUANCE AGREEMENT
This Settlement and Share Issuance Agreement (“Agreement”) is made on this 30th December, 2025, by and between:
(1) Marvion Inc., a Nevada corporation listed on OTCQB Markets with principal business address at Unit B, 15/F., Teda Building, 87 Wing Lok Street, Sheung Wan, Hong Kong (“MVNC”); and
(2) United Warehouse Management Limited, a company incorporated in Hong Kong with address at Unit B, 15/F., Teda Building, 87 Wing Lok Street, Sheung Wan, Hong Kong (“UWM”).
(3) Star Warehouse Engineering Limited, a company incorporated in Hong Kong with address at 87-88 Shun Chung Tsuen, Tai Tong Road, Yuen Long, Hong Kong (“Star Warehouse”).
The Parties are collectively referred to as the “Parties” and individually as a “Party.”
1. Background
A. Star Warehouse has provided engineering and warehouse-related services
to UWM, a wholly-owned subsidiary of MVNC.
B. As at the date of this Agreement, UWM owes Star Warehouse an outstanding amount of HK$3,950,000 (“Debt”).
C. Star Warehouse agrees to settle the Debt by accepting newly issued restricted common
shares of Marvion (“Settlement Shares”) as full settlement of the Debt.
D. Star Warehouse has designated Mr. Ng Chun Man with Passport No. XXXXXXXX (“Designated Recipient”) to receive the Settlement
Shares.
E. MVNC Marvion agrees to issue the Settlement Shares to the Designated Recipient under the terms of this Agreement.
2. Settlement of Debt
2.1 Upon issuance of the Settlement Shares by Marvion, the Debt shall
be deemed fully satisfied, discharged and settled.
2.2 Star Warehouse hereby irrevocably releases UWM from all claims, liabilities, or obligations relating to or arising from the Debt.
2.3 UWM shall have no further financial obligations to Star in respect of the Debt after the Settlement Shares are issued.
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3. Share Issuance Terms
3.1 Marvion shall issue to the Designated Recipient the number of Shares calculated based on:
| · | 7-Day Average Closing Price: the average closing price of MVNC common stock over the last 7 trading days immediately preceding the Effective Date; and | |
| · | 7-Day Average FX Rate: the average USD/HKD exchange rate over the same 10-day period. |
3.2 The number of Settlement Shares shall be:
15,816,576 (Settlement Shares) = HKD $3,950,000 (Debt) / USD $0.0321 (7-Day Avg Closing Price in USD) / 7.78 (7-Day Averaged USD/HKD FX)
3.3 The Settlement Shares shall be issued as Rule 144 restricted common shares.
3.4 The Shares shall be delivered within 30 business days after the Effective Date.
3.5 MVNC shall issue shares of its restricted common stock (the “Settlement Shares”) to the following designated recipient:
Recipient Name: Ng Chun Man with Passport No. XXXXXXXX
Designation: As designated by Star Warehouse.
4. Representations & Warranties
By MVNC
| · | The issuance of Settlement Shares is duly authorized. | |
| · | The shares will be validly issued, fully paid, and non-assessable. | |
| · | The Company is in good standing under the laws of Nevada. |
By UWM
| · | UWM confirms the Debt amount is correct and final. | |
| · | UWM agrees that issuance of the Settlement Shares to the designated recipient satisfies the Debt in full. |
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By Star Warehouse
| · | Star Warehouse has full authority to enter into this Agreement. | |
| · | Star Warehouse confirms the Debt amount is correct and final. | |
| · | Star Warehouse agrees that issuance to Mr. Ng Chun Man fully satisfies the Debt. |
4. No Price Protection
4.1 The Parties expressly agree that no anti-dilution, no price adjustment, no reset, and no make-good mechanism shall apply.
4.2 Star Warehouse and the designated recipient accept full market risk.
5. Confidentiality
Unless required by law or stock exchange rules, both Parties shall keep this Agreement and its terms confidential.
6. Indemnity
Each Party shall indemnify and hold harmless the other Party from any loss arising from breach of this Agreement.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, USA.
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8. Execution
Executed in counterparts. Signatures below:
Marvion Inc.
/s/ Chan Sze Yu______________
Name: Chan Sze Yu
Title: Chief Executive Officer
United Warehouse Management Limited
/s/ Chan Sze Yu______________
Name: Chan Sze Yu
Title: Director
Star Warehouse Engineering Limited
/s/ Ng Chun Man____________
Name: Ng Chun Man
Title: Director
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