TEN Holdings Announces $2.25 Million Private Placement of Common Stock

Rhea-AI Summary

TEN Holdings (NASDAQ: XHLD) announced a private placement on Dec 29, 2025 to sell 991,000 shares of common stock at $2.27 per share, producing gross proceeds of approximately $2.25 million. The company intends to use net proceeds for repayment of certain existing debt and for working capital and general corporate purposes.

The shares were sold under stock purchase agreements and are not registered under the Securities Act; the company agreed to file a resale registration statement with the SEC to register the resale of the issued shares.

Positive

• $2.25M gross proceeds raised via private placement
• Proceeds earmarked for repayment of existing debt

Negative

• 991,000 new shares issued, increasing outstanding float
• Shares initially unregistered (subject to resale registration)

Key Figures

Shares in private placement 991,000 shares Common stock issued in announced private placement

Offering price $2.27 per share Price for common stock sold in private placement

Gross proceeds $2.25 million Gross proceeds from the private placement before expenses

Market Reality Check

$1.41 Last Close

Volume Volume 119,081 is close to the 20-day average of 121,344 (no pre-news volume spike). normal

Technical Shares at $1.67 are trading below the 200-day MA of $7.07 and far under the 52-week high of $128.10.

Peers on Argus

XHLD was down 1.76% pre-announcement while several broadcasting peers were positive (e.g., UONEK up 5.7%, MDIA up 5.26%), indicating stock-specific pressure rather than a sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 02	Technology partnership	Positive	+2.9%	Partnership with Webinar.net to speed Ten Events Pro development and cut OpEx.
Nov 24	Reverse stock split	Negative	-22.7%	1-for-15 reverse split to reduce share count and address Nasdaq compliance.
Nov 10	Earnings update	Negative	-3.6%	Q3 2025 results showed wider net loss and elevated operating expenses.
Oct 16	Conference presentation	Neutral	-4.5%	LD Micro conference participation announcement without direct financial impact.
Oct 15	Strategic partnership	Positive	+1.4%	Collaboration with V-Cube to target North American virtual events market.

Pattern Detected

Across the last five news events, XHLD’s price reaction aligned with the apparent news tone in four cases, with one neutral event followed by a decline.

Recent Company History

This announcement follows a series of capital structure and strategic updates. In November 2025, XHLD implemented a 1-for-15 reverse split after shareholders authorized a reverse-split range, and Q3 2025-11-10 results showed modest revenue but wider losses and tight liquidity. Strategic partnerships with V-Cube and Webinar.net in October and December 2025 targeted growth and cost savings. Against this backdrop of going-concern disclosures and ongoing financing needs, the new private placement adds another equity funding step.

Market Pulse Summary

The stock dropped -15.6% in the session following this news. A negative reaction despite the cash inflow would fit a pattern where equity raises and prior reverse-split activity weigh on sentiment. The company previously disclosed substantial doubt about its ability to continue as a going concern, and this $2.25 million private placement increases the share count by 991,000. Past news has generally seen price move with perceived tone, so concerns about dilution or execution could contribute to downside pressure.

Key Terms

private placement financial

"announced today that it entered into stock purchase agreements... in the private placement"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

common stock financial

"purchase and sale of 991,000 shares (the "Shares") of the Company's common stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

resale registration statement regulatory

"The Company has agreed to file a resale registration statement with the SEC"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

exemption from registration regulatory

"absent registration or an applicable exemption from registration requirements"

Exemption from registration means that certain financial instruments or offerings are not required to go through a formal registration process with regulatory authorities. This can make it easier and faster for companies to raise money or offer securities to investors. For investors, it matters because it may affect how much information is available about the investment and the level of oversight involved.

AI-generated analysis. Not financial advice.

LANGHORNE, Penn., Dec. 29, 2025 /PRNewswire/ -- TEN Holdings, Inc. (NASDAQ: XHLD) ("TEN Holdings" or the "Company"), through its subsidiary, Ten Events, Inc., a provider of event planning, production, and broadcasting services, announced today that it entered into stock purchase agreements with certain investors for the purchase and sale of 991,000 shares (the "Shares") of the Company's common stock, at a price of $2.27 per share, resulting in gross proceeds of approximately $2.25 million.

The Company intends to use the net proceeds from the private placement for repayment of certain existing debt obligations and working capital and general corporate purposes.

The Shares issued, or to be issued, in the private placement described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company has agreed to file a resale registration statement with the SEC for purposes of registering the resale of the Shares issued in connection with the private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About TEN Holdings, Inc.

The Company, through its subsidiary, Ten Events, Inc., is a provider of event planning, production, and broadcasting services headquartered in Pennsylvania. The Company mainly produces virtual and hybrid events and physical events. Virtual and hybrid events involve virtual and hybrid event planning, production and broadcasting services, and continuing education services, all of which are supported by the Company's proprietary Xyvid Pro Platform. Physical events mainly involve live streaming and video recording of physical events. To learn more, visit www.tenholdingsinc.com.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to: the uncertainties related to market conditions and other factors discussed in the "Risk Factors" section of the Company's most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission  (the "SEC") and other filings with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Any forward-looking statements contained in this press release speak only as of the date hereof, and TEN Holdings, Inc. specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

For more information, please contact:

Investor Relations Contact:
Chad McNeal
Email: hello@tenholdingsinc.com

Investor Relations Inquiries:
Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor
New York, New York 10036
Office: (646) 893-5835
Email: info@skylineccg.com

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SOURCE TEN Holdings, Inc.

FAQ

What did TEN Holdings (XHLD) announce on December 29, 2025?

TEN Holdings announced a private placement of 991,000 shares at $2.27 per share for ~$2.25M gross proceeds.

How will TEN Holdings (XHLD) use the $2.25M raised in the private placement?

The company intends to use net proceeds for repayment of certain existing debt and for working capital and general corporate purposes.

Will the TEN Holdings (XHLD) shares from the private placement be immediately tradable?

No; the shares were not registered under the Securities Act and the company agreed to file a resale registration with the SEC.

How many shares did TEN Holdings (XHLD) issue and at what price?

TEN Holdings issued 991,000 shares at $2.27 per share.

Could the private placement affect TEN Holdings (XHLD) shareholders?

Yes; the issuance of 991,000 new shares increases the company's outstanding float and may dilute existing holders.