Marwynn Holdings, Inc.

ITEM 1A RISK FACTORS

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 2026 Annual Report filed with the SEC on August 8July 30, 20256 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 a2026 Annual Report 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.

The Company may be delisted from the Nasdaq.

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 Companys listed securities for the last 30 consecutive business days from December 15, 2025 to January 28, 2026, the Company no longer meets the minimum bid price requirement set forth in the Listing Rules 5550(a)(2). The Notice is only a notification of deficiency and has no current effect on the listing or trading of the Companys securities on the Nasdaq Capital Market.

In order to maintain the listing of the Companys common stock on the Nasdaq, the Companys 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:

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The Company believes that it will regain compliance and meet NASDAQs continued listing requirements. No assurances, however, can be given that the Company will be able to regain compliance, and continue to satisfy these requirements as some of these requirements are outside of the Companys 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 Companys common stock. In such a case, the Company may appeal NASDAQs determination to delist its common stock, but such appeal may not be successful.

If the Companys 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 Companys common stock could result in a reduction in its trading price and would substantially limit the liquidity of the Companys common stock. In addition, delisting could materially adversely impact the Companys 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.