Entry into a Material Definitive Agreement. On October 15, 2026, Marwynn Holdings, Inc. (the “Company”) entered into a Software Purchase and Intellectual Property Assignment Agreement (the “Agreement”) with Zhituo Software Co., Limited, a Hong Kong private company limited by shares (“Zhituo”), pursuant to which the Company acquired from Zhituo, effective October 15, 2026 (the “Acquisition Date”), the proprietary Phase 1 core platform of the Marwynn Group Operating Platform (the “Platform Core…

The Consideration Shares are to be issued to Zhituo as consideration for the acquisition of the Platform Core and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company expects to issue the Consideration Shares in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder, based in part on representations to be provided by Zhituo. Forward-Looking Statements This Curre…

Other Events. On October 8, 2026, Marwynn Holdings, Inc. (the “Company”) entered into a memorandum of understanding (the “MOU”) with OmniX Technologies Pte. Ltd., a Singapore private company limited by shares (UEN 202529394M), which is identified in the MOU as the owner and operator of the OmniX platform (“OmniX”). The MOU establishes a framework to evaluate potential cooperation in artificial intelligence (“AI”) and high-performance computing infrastructure, AI applications and data analytic…

Changes in Registrant’s Certifying Accountants. (a) Dismissal of Previous Independent Registered Public Accounting Firm On March 30, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of Marwynn Holdings, Inc. (the “Company”) dismissed Golden Eagle CPAs LLC (“GE”) as the Company’s independent registered public accounting firm. The reports of GE on the consolidated financial statements of the Company as of and for the two most recent fiscal years ended April 30, 2025 a…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On January 29, 2026, Marwynn Holdings, Inc. (the “Company”) received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”), indicating that the Company is not in compliance with the minimum bid price requirement of $1.00 per share under the Nasdaq Listing Rules (the “Listing Rules”). Based on the closing bid price of the Company’…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. Stock Purchase Agreement 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,…

Entry into a Material Definitive Agreement. Securities Purchase Agreement 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”). Grand Forest is engaged in the business of indoor home impr…

Other Events. On March 12, 2025, the Company issued a press release announcing the pricing of the Offering. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. On March 14, 2025, the Company issued a press release announcing the closing of the Offering. The press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference. The corporate press releases shall not be deemed “filed” for any purpose, including for the purposes of Section 1…

Entry into a Material Definitive Agreement. On March 12, 2025, Marwynn Holdings, Inc., a Nevada corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with American Trust Investment Services, Inc., as representative of the several underwriters (the “Representative”), pursuant to which the Company issued and sold an aggregate of 2,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the initial public offer…