Marwynn Holdings, Inc.

An investment in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth in the section captioned “Risk Factors” in our Form 10-K filed with the SEC on August 8, 2025 before making an investment decision. If any of the risks actually occur, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section captioned “Special Note Regarding Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this Report. The risks described in the Registration Statement are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or future results. Except as set forth below, there have been no material changes to our previously reported risk factors.

Risks Related to the Grand Forest Disposal Transaction

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”.

The announcement and pendency of the Transaction, whether or not consummated, may adversely affect The Company’s business.

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.

The Company cannot be sure if or when the Transaction will be completed.

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.

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.

The Company’s stockholders will not receive any of the proceeds of the Transaction.

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.

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.

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.

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.

The Company will continue to incur the expense of complying with public company reporting requirements following the closing of the Transaction.

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.

The Company may be delisted from the Nasdaq following the consummation of the Transaction.

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.

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:

The Company must also meet at least one of the following continued listing standards:

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.

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.

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.