Marwynn Holdings, Inc.
For the period ended Oct 31, 2025. Filed Dec 22, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Oct 31, 2025 · Filed Dec 22, 2025
MWYN$1.42+2.5%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-07-31; filed 2025-09-15.
0001213900-25-087675
ITEM 1A. RISK FACTORSCurrent report: 10-Q
Period ended 2025-10-31; filed 2025-12-22.
0001213900-25-124130
Item 1A. RISK FACTORSUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSDEFAULTS UPON SENIOR SECURITIESMINE SAFETY DISCLOSURESThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 2 previous paragraphs and 33 current paragraphs.
2 unchanged; 0 reworded; 31 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (31)
Current report
Risks Related to the Grand Forest Disposal Transaction
Current report
On October 27, 2025, Marwynn Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Reli Home Décor Inc., a California corporation (the “Buyer”), solely for the purposes of selling all of the shares it owns in its wholly owned subsidiary, Grand Forest Cabinetry Inc., a California corporation (“Grand Forest”). The transactions contemplated herein is referred to as “Transaction”.
Current report
The announcement and pendency of the Transaction, whether or not consummated, may adversely affect The Company’s business.
Current report
The announcement and pendency of the Transaction, whether or not consummated, may adversely affect the trading price of the Company’s common stock, its business or its relationships with customers, suppliers and employees. In addition, pending the completion of the Transaction, the Company may be unable to attract and retain key personnel and the focus and attention of the company’s management and employee resources may be diverted from operational matters during the pendency of the Transaction.
Current report
The Company cannot be sure if or when the Transaction will be completed.
Current report
The closing of the Transaction is subject to the satisfaction or waiver of various conditions. The Company cannot guarantee that the closing conditions set forth in the Securities Purchase Agreement will be satisfied. If the Company is unable to satisfy the closing conditions in the Buyer’s favor or if other mutual closing conditions are not satisfied, the Buyer will not be obligated to complete the Transaction. In the event that the Transaction is not completed, the announcement of the termination of the Securities Purchase Agreement may adversely affect the trading price of the Company’s common stock, its business and operations or its relationships with customers, suppliers and employees.
Current report
If the Transaction is not completed, the Company’s Board of Directors, in discharging its fiduciary obligations to the Company’s stockholders, may evaluate other strategic alternatives that may be available, which such alternatives may not be as favorable to the Company as the Transaction.
Current report
The Company’s stockholders will not receive any of the proceeds of the Transaction.
Current report
The proceeds from the Transaction will be paid directly to the Company. As discussed elsewhere in this information statement, the Company’s Board of Directors has not made any definitive plans with respect to the use of proceeds from the Transaction. If the Transaction is consummated, the Company expects that it may use all or a portion of the proceeds from the transaction to, among other things: (i) repay outstanding indebtedness, (ii) reinvest into its remaining businesses, or (iii) pursue strategic acquisitions. The amounts and timing of the Company’s actual expenditures, however, will depend upon numerous factors, and the Company may find it necessary or advisable to use portions of the proceeds from the Transaction for different or presently non-contemplated purposes.
Current report
The Company’s management will have broad discretion over the use of proceeds from the Transaction and could spend the proceeds in ways that do not improve its results of operations or enhance the value of its common stock. The failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on the Company’s business or cause the price of its common stock to decline.
Current report
The Company’s operations will be curtailed and the Company will have limited sources of revenue following the Transaction, which may negatively impact the value and liquidity of the Company’s common stock.
Current report
Upon the closing of the Transaction, the size of the Company’s business operations will be reduced and its sources of revenue will be limited to its Food Supply Chain Business. Although the Company’s Board of Directors may use a portion of the proceeds from the Transaction to support the business operations remaining following the Transaction, there can be no assurance that the Company will be successful at carrying out the operations of its remaining businesses or that it will be successful at generating revenue. A failure by the Company to secure additional sources of revenue following the closing of the Transaction could negatively impact the value and liquidity of its common stock.
Current report
The Company will continue to incur the expense of complying with public company reporting requirements following the closing of the Transaction.
Current report
After the Transaction, the Company will continue to be required to comply with the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), even though compliance with such reporting requirements is economically burdensome.
Current report
The Company may be delisted from the Nasdaq following the consummation of the Transaction.
Current report
The Company’s SEC reporting obligations as a public company will not be impacted as a result of the closing of the Transaction and, following the completion of the Transaction, the Company expects that its common stock will continue to be listed on the Nasdaq Capital Market. However, it is not possible to predict the trading price of the Company’s common stock following the closing of the Transaction or the impact that the Transaction may have on the Company’s remaining business.
Current report
In order to maintain the listing of the Company’s common stock on the Nasdaq, the Company’s common stock must comply with certain continued listing requirements, including having:
Current report
The Company must also meet at least one of the following continued listing standards:
Current report
The Company believes that it will continue to meet NASDAQ’s continued listing requirements following the completion of the Transaction. No assurances, however, can be given that the Company will continue to satisfy these requirements as some of these requirements are outside of the Company’s direct control, such as the bid price of its common stock, the number of holders of its common stock and the value of its publicly held shares. If the Company is unable to meet these requirements, NASDAQ may take action to delist the Company’s common stock. In such a case, the Company may appeal NASDAQ’s determination to delist its common stock, but such appeal may not be successful.
Current report
If the Company’s common stock is delisted from NASDAQ, the Company expects that its common stock would begin trading on the over-the-counter markets. The delisting of the Company’s common stock could result in a reduction in its trading price and would substantially limit the liquidity of the Company’s common stock. In addition, delisting could materially adversely impact the Company’s ability to raise capital or pursue strategic restructuring, refinancing or other transactions. Delisting from NASDAQ could also have other negative results, including the potential loss of confidence by institutional investors.
Current report
The Company, and not its stockholders, will receive the proceeds from the Transaction. The Company’s Board of Directors has not made any definitive plans with respect to the use of proceeds from the Transaction. If the Transaction is consummated, the Company expects that it may use all or a portion of the proceeds from the transaction to, among other things: (i) repay outstanding indebtedness, (ii) reinvest into its remaining businesses, or (iii) pursue strategic acquisitions. The amounts and timing of the Company’s actual expenditures, however, will depend upon numerous factors, and the Company may find it necessary or advisable to use portions of the proceeds from the Transaction for different or presently non-contemplated purposes.
Current report
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Current report
Unregistered Sales of Equity Securities
Current report
On October 28, 2025, Marwynn Holdings, Inc. (the “Company”) entered into and closed a stock purchase agreement (the “Agreement”) with certain investors (collectively, the “Subscribers”), pursuant to which the Subscribers agreed, subject to the terms and conditions of the Agreement, to purchase an aggregate of 3,140,800 shares of common stock, par value $0.001 per share (the “Shares”), at a purchase price of $0.45 per Share, for aggregate gross proceeds of approximately $1,413,360 (the “Offering”). Each Subscriber has represented that it is an accredited investor within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (“Securities Act”), and has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of the Subscriber’s purchase as contemplated by the Agreement. The Shares to be issued under the Agreements are made in reliance on the exemption from registration afforded by Regulation S as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Current report
Use of Proceeds from Our Initial Public Offering
Current report
On March 14, 2025, we consummated our initial public offering (“IPO”) of 2,000,000 shares of our common stock at an offering price of $4.00 per share, for gross proceeds of $8,000,000. On April 4, 2025, we closed on the partial exercise of the over-allotment option by American Trust Investment Services, Inc., as the representative of the underwriters (the “Representative”) to purchase an additional 50,000 additional shares our common stock at the IPO price of $4.00 per share, for additional gross proceeds of $200,000. All of the shares of common stock issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1, as amended (File No: 333-284245), which was declared effective by the SEC on March 11, 2025 (the “Registration Statement”). We paid the Representative an aggregate of approximately $656,000 in underwriting discounts and commissions, and incurred offering expenses of approximately $1,000,000. No payments for such expenses were made to our directors or officers or their associates, holders of 10% or more of any class of our equity securities, or to our affiliates.
Current report
There has been no material change in our planned use of proceeds from our IPO as described in the final prospectus filed with the SEC pursuant to Rule 424(b). As described in such final prospectus, we have used IPO proceeds to develop our supply chain management and additional functionalities of our system and expand sales and distribution channels in order to reach a broader customer base.
Current report
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES