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): December15, 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 5.07 Submissionof Matters to a Vote of Security Holders.

On December 15, 2025, Marwynn Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders at 10:00 a.m., local time, at the offices of the Company, located at 12 Chrysler Unit C, Irvine, CA 92618. As of the record date of October 27, 2025, there were 17,054,004 shares of the Company’s common stock, $0.001 par value (the “Common Stock”), and 135,000 shares of preferred stock, designated as “Series A Super Voting Preferred Stock,” issued, outstanding and entitled to vote. Of this amount, 12,403,377 shares of Common Stock, representing approximately 72.73 % of the total number of shares of Common Stock entitled to vote, and 135,000 shares of Series A Super Voting Preferred Stock, representing 100% of the total number of shares of Series A Super Voting Preferred Stock entitled to vote, were represented in person or by proxy, constituting a quorum.  Each share of Common Stock is entitled to one (1) vote and each share of Series A Super Voting Preferred Stock is entitled to one thousand (1,000) votes on any matter on which action of the stockholders of the corporation is sought. The Series A Super Voting Preferred Stock voted together with the Common Stock as per the Company’s current effective articles of incorporations and bylaws.

Set forth below are the voting results from the proposals presented for a stockholder vote at such meeting, each of which received a sufficient number of votes to pass.

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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.

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