Marwynn Holdings, Inc.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Effective as of September 4, 2026, the Company entered into a Business Development and Fee Agreement (the “Agreement”) with American Trust Investment Services, Inc. (“ATIS”) for general business development consulting services, including introductions to prospective clients, officers, directors and strategic advisors, assistance with marketing materials and go-to-market strategies, and referrals of potential acquisition opportunities. The Agreement has a one-year term from execution on September 4, 2026.

Pursuant to the Agreement, the Company agreed to issue 250,000 shares of its common stock (the “Shares”) to ATIS as a time availability retention fee, based on the closing price of the Company’s common stock on September 3, 2026, for an aggregate value of $335,000. The Shares will be fully earned upon issuance. As of the date of this report, the Shares have not been issued. The Company will receive no cash proceeds from the issuance. The Agreement also provides ATIS with piggyback registration rights with respect to the Shares during the term of the Agreement, subject to the terms thereof.

The Shares will be issued in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder.