Marwynn Holdings, Inc.

Facility · Address · Space (square feet) · Expiration Date

Headquarter and principal executive offices · 2955 Main Street, Ste 100A, Irvine, CA 92614 · 2,799 · March 15th 2027

• Our future success depends on our ability to develop, maintain, and expand our operating platforms, technology offerings, and commercial relationships.
• Our operations depend on the availability of feedstock, equipment, components, logistics services, and third-party suppliers, and disruptions in our supply chain could adversely affect our business.
• A shortage of qualified labor could negatively affect our business and materially reduce earnings.
• Unfavorable macroeconomic conditions in the U.S. may adversely affect our business, financial condition and results of operations.
• Global health developments and economic uncertainty resulting from pandemics, such as the COVID-19 pandemic, and governmental action related thereto, may adversely affect, our business, financial condition and results of operations.
• We are dependent upon the timely delivery of products from our vendors. Prolonged diminution of global supply chains may impact the availability and price stability of future food supplies, which may in turn adversely impact our business.
• If we cannot successfully manage the unique challenges presented by international markets, we may not be successful in our international operations and our sales and profitability may be negatively impacted.
• Our relationships with customers may be materially diminished or terminated. The loss of customers could adversely affect our business, financial condition, and results of operations.
• We rely on technology in our business and any cybersecurity incident, other technology disruption or delay in implementing new technology could negatively affect our business and our relationships with customers.
• We may be unable to protect or maintain our intellectual property, which could result in customer confusion, a negative perception of our brand and adversely affect our business.
• If we are unable to renew or replace our current leases on favorable terms, or any of our current leases are terminated prior to expiration of their stated terms, and we cannot find suitable alternate locations, our operations and profitability could be negatively impacted.
• Failure to retain our senior management and other key personnel may adversely affect our operations.
• If we are unable to attract, train and retain employees, we may not be able to grow or successfully operate our business.
• Changes in and enforcement of immigration laws could increase our costs and adversely affect our ability to attract and retain qualified employees.
• Potential labor disputes with employees and increases in labor costs could adversely affect our business.
• We may incur significant costs to comply with environmental laws and regulations, and we may be subject to substantial fines, penalties and/or third-party claims for non-compliance.
• Litigation may materially adversely affect our business, financial condition and results of operations.
• The U.S. government is currently imposing increased tariffs on certain products imported into the U.S., including products imported from China, which may have an adverse impact on our future operating results.
• Severe weather, natural disasters and adverse climate changes, as well as the legal, regulatory or market measures being implemented to address climate change, may materially adversely affect our financial condition and results of operations.
• Our business may be affected by the impacts of unfavorable geopolitical events or other market disruptions on consumer confidence and spending patterns.
• Our current indebtedness may adversely affect our liquidity position and ability of future financing.
• Food and Non-Alcoholic Beverages
• We have experienced a significant decline in revenue within our FuAn business segment, which could materially and adversely affect our business, financial condition, and results of operations.
• Our industry is characterized by low margins, and periods of significant or prolonged inflation or deflation affect our product and operational costs, which may negatively impact our profitability.
• Competition may increase in the future, which may adversely impact our margins and ability to retain customers, and make it difficult to maintain our market share, growth rate and profitability.
• If more competitors enter this market segment in the future, our operating results may be negatively impacted through a loss of sales, reduction in margins from competitive price changes, and/or greater operating costs, such as marketing costs, due to the increase of competition.
• Changes in consumer eating habits could materially and adversely affect our business, financial condition, and results of operations.
• Our operations may be adversely affected by the disruption of logistics services or poor handling of products by third party logistics service providers.
• Significant portions of our inventory are perishable and vulnerable to spoilage and other loss.
• If we fail to comply with requirements imposed by applicable law and other governmental regulations, we could become subject to lawsuits, investigations and other liabilities and restrictions on our operations that could significantly and adversely affect our business.
• If the products distributed by us are alleged to have caused injury or illness, or to have failed to comply with governmental regulations, we may need to recall our products and may experience product liability claims.
• Increased commodity prices and availability may impact profitability.
• We have a limited operating history and face significant risks related to our new EcoloopX business strategy, including substantial capital requirements, facility construction and feedstock procurement challenges, commodity price volatility, regulatory compliance, and intense industry competition.
• Failure on the parts of recycling and processing partners to comply with applicable laws and regulation may disrupt e-waste reverse supply chain which may have a material adverse effect on our results of operations and financial condition. Our planned expansion into the production of “black mass” will significantly increase our regulatory burden and direct operational risks.
• The economic value of recyclable materials is partially influenced by commodity prices such as copper, lithium, nickel, and cobalt.
• Our ability to generate revenue depends on securing reliable sources of electronic waste materials.
• Growth of our EcoLoopX platform depends in part on the development of battery recycling and circular economy markets.
• Our AI powered big data platform will operate in an industry characterized by rapid technological change, unpredictable market adoption, and an intensely uncertain regulatory landscape, which together expose us to significant legal and financial risks.
• Risks Related to Our Common Stock and Preferred Stock
• You may experience extreme stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.
• Volatility in our common stock price may subject us to securities litigation.
• We have failed to comply with the continued listing requirements of Nasdaq, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.
• We do not intend to pay dividends for the foreseeable future.
• If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our shares of common stock, the price of our common stock and trading volume could decline.
• The market price of our common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above your purchase price.
• Our management has broad discretion to determine how to use the funds raised in our offeringd and may use them in ways that may not enhance our results of operations or the price of our shares of common stock.
• As a “controlled company” within the meaning of the Nasdaq Marketplace Rule 5615(c), we have chosen to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public stockholders.
• Anti-takeover provisions in our charter documents and Nevada law, along with our status as a “controlled company,” could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.
• We have 135,000 shares of Series A Super Voting Preferred Stock with super voting rights.
• We cannot predict the impact our multi-class share structure may have on the stock price of our common stock.
• We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.
• If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our common stock may be materially and adversely affected.
• Our management and principal stockholders own a significant percentage of our stock and will be able to exert control over matters subject to stockholder approval.
• Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.
• We are subject to the periodic reporting requirements of Section 15(d) and 12(b) of the Exchange Act that require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.