Marwynn Holdings Inc 2025年度报告

FORM 10-K ☒Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended April 30, 2026 OR ☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fromto Commission File Number: 001-42554 MARWYNN HOLDINGS, INC.(Exact name of registrant as specified in its charter) Nevada99-1867981(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) +1 949-706-9966(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the common stock outstanding, other than shares held by persons who may be deemed affiliates of theregistrant, computed by reference to the closing sales price for the common stock on October 31, 2025, was $7,558,490. As of July 29, 2026, there were 20,194,804 shares of common stock, $0.001 par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PagePART I1Item 1Business1Item 1ARisk Factors8Item 1BUnresolved Staff Comments32Item 1CCybersecurity32Item 2Properties34Item 3Legal Proceedings34Item 4Mine Safety Disclosures34PART II35Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities35Item 6[Reserved]35Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations36Item 7AQuantitative and Qualitative Disclosures About Market Risk48Item 8Consolidated Financial Statements and Supplementary Data48Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure48Item 9AControls and Procedures48Item 9BOther Information49Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections49PART III50Item 10Directors, Executive Officers and Corporate Governance50Item 11Executive Compensation56Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters60Item 13Certain Relationships and Related Transactions and Director Independence63Item 14Principal Accountant Fees and Services65PART IVItem 15Exhibits and Financial Statement Schedules66Item 16Form 10-K Summary68 USE OF CERTAIN DEFINED TERMS Unless otherwise indicated or the context otherwise requires and for purposes of this report only, references to: ●the “Company,” “the registrant,” “we,” “us,” “our” and “Marwynn”