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2025-10-31
2025-10-31
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date
of Report (Date of earliest event reported): |
|
October
31, 2025 |
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) |
|
(IRS
Employer
Identification No.) |
| 1170
Wheeler Way |
|
|
| Langhorne,
PA |
|
19047 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
| Registrant’s
telephone number including area code: |
|
1.800.909.9598 |
(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 (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 1.02 Termination
of a Material Definitive Agreement.
As previously disclosed,
on April 23, 2025, TEN Holdings, Inc. (the “Company”) entered into a Settlement Agreement and Stipulation (the “Settlement
Agreement”) with Sunpeak Holdings Corporation (“SHC”), which became effective on April 30, 2025, pursuant to which
SHC agreed to purchase certain outstanding payables owed by the Company to designated creditors of the Company in exchange (the “Claims”)
for a settlement amount payable in shares of common stock of the Company. The material terms and conditions of the Settlement Agreement
were described in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 2, 2025, and
are incorporated by reference herein. On October 31, 2025, the Company and SHC entered into a Release Agreement (the “Release”)
pursuant to which SHC agreed to release the Company from any and all further payments or obligations under the Settlement Agreement in
exchange for a payment of $250,000 from the Company, which payment was made on October 30, 2025. Pursuant to the terms of the Release,
the Company is liable for any remaining Claims which were not satisfied by SHC pursuant to the terms of the Settlement Agreement.
Item 9.01 Financial
Statements and Exhibits.
| (d) |
Exhibits.
The following exhibits are furnished or filed with this report, as applicable: |
| Exhibit
No. |
|
Description |
| 104 |
|
Cover
Page Interactive Data File – the cover page XBRL tags are 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: November 3, 2025 |
By: |
/s/
Randolph Wilson Jones III |
| |
|
Randolph
Wilson Jones III
Chief Executive
Officer and Director |
