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2025-06-30
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
June
30, 2025
Date
of Report (Date of earliest event reported)
TEN
Holdings, Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
001-42515 |
|
99-1291725 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1170
Wheeler Way
Langhorne,
PA |
|
19047 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
1.800.909.9598
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
XHLD |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY
NOTE
TEN
Holdings, Inc. (the “Company”) is filing an amendment to its Current Report on Form 8-K filed with the U.S. Securities and
Exchange Commission on July 1, 2025 (the “Original Form 8-K”) to correct an inadvertent omission contained therein regarding
Item 5.02.
Item
5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
previously disclosed in the Original Form 8-K, the Company’s board of directors (the “Board”) appointed Mr. Virgilio
D. Torres (“Mr. Torres”), to serve as the new Chief Financial Officer of the Company, with effect from June 30, 2025.
This
amendment to the Original Form 8-K is being filed solely to add that the Board also appointed Mr. Torres to serve as a director of the
Company, with effect from June 30, 2025. Upon his appointment to the Board, Mr. Torres has joined the audit committee of the Board as
a member.
There
is no arrangement or understanding between Mr. Torres and any other person pursuant to which he was selected as a director of the Company,
and there is no family relationship between Mr. Torres and any of the Company’s other directors or executive officers. To the best
knowledge of the Company, there are no transactions in which the Company was or is to be a participant and in which Mr. Torres or any
member of his immediate family had or will have any interest that are required to be reported under Item 404(a) of Regulation S-K.
Mr.
Torres will not receive compensation for his service as a director in addition to the compensation for his service as the Chief Financial
Officer.
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Exhibit |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
TEN
Holdings, Inc. |
| |
|
|
| Date:
August 7, 2025 |
By:
|
/s/
Randolph Wilson Jones III |
| |
|
Randolph
Wilson Jones III |
| |
|
Chief
Executive Officer and Director |
