8-K

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):April 4, 2025

MARWYNN HOLDINGS, INC.

(Exact Name of Registrant as Specified in itsCharter)

**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:

Securities registered pursuant to Section 12(b) of the Act:

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 April 4, 2025, Marwynn Holdings, Inc., a Nevada corporation (the “Company”) closed on the partial exercise of the over-allotment option by American Trust Investment Services, Inc., as representative of the underwriters (the “Representative”), in connection with the Company’s initial public offering (the “IPO”), pursuant to which the Representative purchased 50,000 additional shares of the Company’s common stock, par value $0.001 per share, at a price of $4.00 per share (the “Over-Allotment Shares”). As a result, the Company has raised gross proceeds of approximately $200,000, in addition to the IPO gross proceeds of $8,000,000, or combined gross proceeds in this IPO of $8,200,000, before underwriting discounts and commissions and offering expenses. The Company’s Common Stock is traded on The Nasdaq Capital Market under the trading symbol “MWYN.”

The Company issued a press release on April 4, 2025 announcing the sale of the Over-allotment Option Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

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 bedeemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any generalincorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.

2

Exhibit 99.1

Marwynn Announces Exercise of OverallotmentOption

**IRVINE, CA / ACCESS Newswire / April 4, 2025 /**Marwynn Holdings, Inc. (“Marwynn” or the “Company”), a leading supply chain solutions provider for food, non-alcoholic beverages, and indoor home improvement products, today announced the sale of an additional 50,000 shares its common stock, $0.001 par value per share (the “Shares”) pursuant to the partial exercise of the over-allotment option granted to the underwriters of its previously announced initial public offering, for additional gross proceeds of $200,000, before deducting underwriting discounts and offering expenses. The Company intends to use the net proceeds from the offering for supply chain enhancements, business expansion, sales and distribution growth, talent development and retention, working capital, and other general corporate purposes.  The Shares began trading on The Nasdaq Capital Market on March 13, 2025 under the ticker symbol “MWYN.”

American Trust Investment Services, Inc. (“ATIS”) acted as the representative of the underwriters and sole book-running manager for the Offering. Lewis Brisbois Bisgaard & Smith LLP acted as legal counsel to the Company and DeMint Law, PLLC acted as legal counsel to ATIS for the Offering.

A registration statement relating to the offering has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on March 11, 2025. A prospectus relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. The offering was made only by means of a prospectus. Copies of the final prospectus may be obtained from American Trust Investment Services, Inc., 230 W. Monroe, Suite 300 Chicago, IL, 60606, USA or via email at IB@amtruinvest.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Marwynn Holdings, Inc.

Marwynn Holdings, Inc. is a Nevada-based holding company specializing in supply chain management for food, non-alcoholic beverages, and home improvement products. Through its subsidiaries, FuAn Enterprise, Inc. and Grand Forest Cabinetry Inc., Marwynn connects suppliers with retailers and consumers across the United States. Learn more at https://www.marwynnholdings.com/.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may include estimates or expectations about Marwynn’s operational results, financial condition, business strategies and plans, market opportunities, competitive position, industry environment, and potential growth opportunities. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “design,” “target,” “aim,” “hope,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “project,” “potential,” “goal,” or other words that convey the uncertainty of future events or outcomes. These statements relate to future events or to Marwynn’s future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause Marwynn’s actual results, levels of activity, performance, or achievements to be different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond Marwynn’s control and which could, and likely will, affect actual results, levels of activity, performance, or achievements. Any forward-looking statement reflects Marwynn’s current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to Marwynn’s operations, results of operations, growth strategy, and liquidity.

Investor Relations and Media Contact:

PondelWilkinson Inc.

Judy Lin or Laurie Berman

310-279-5980

info@marwynnholdings.com

SOURCE: Marwynn Holdings, Inc.