Marwynn Holdings: acquires platform core and intellectual property

What happened Marwynn Holdings, Inc. filed an 8-K reporting that on Oct 15, 2026 it entered into a Software Purchase and Intellectual Property Assignment Agreement with Zhituo Software Co., Limited, under which the Company acquired, effective Oct 15, 2026, the Phase 1 core platform of the Marwynn Group Operating Platform (the "Platform Core") and related deliverables and intellectual property.

Key details

• Zhituo irrevocably sold, transferred and assigned all worldwide right, title and interest in the Platform Core and deliverables, including copyrights, source code, object code, database schemas, APIs, workflows, documentation and derivative-development rights.
• Consideration is 4,000,000 shares of the Company’s common stock, par value $0.001 per share (the "Consideration Shares"), fully earned on the Acquisition Date; shares stated on a pre-reverse stock split basis and subject to adjustment for stock splits or similar events.
• Zhituo must complete remaining handover and delivery, including transfer of source-code repository control and administrator credentials, no later than 30 calendar days after the Acquisition Date; the Company has 15 business days after complete delivery to conduct conformity verification and Zhituo must correct material nonconformities within 10 business days and reproducible defects at no charge for 90 days beginning Oct 15, 2026.
• Issuance of the Consideration Shares may be deferred until the earlier of (a) completion or termination of the Company’s then-current at-the-market offering program and completion of any reverse stock split approved by the Company, or (b) another date the Company determines; issuance is subject to Board, stockholder, Nasdaq, regulatory, transfer-agent or other approvals or conditions.

Why it may matter The filing reports Item 1.01 (entry into a material definitive agreement) covering the Software Purchase and Intellectual Property Assignment Agreement and Item 3.02 (unregistered sale of equity securities) covering the issuance of the Consideration Shares. The Agreement states the Company has the unrestricted right to use, maintain, modify and further develop the Platform Core, subject only to disclosed third-party licenses, and that termination of remaining services does not unwind the acquisition. The filing does not show why the insider traded or why the company acted.