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TEN Holdings (Nasdaq: XHLD) prices $7.5M common stock offering

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TEN Holdings, Inc. is conducting a registered direct offering of 7,500,000 shares of common stock at $1.00 per share. The transaction is expected to generate $7.5 million in gross proceeds before fees, with closing anticipated on or about June 30, 2026.

WestPark Capital, Inc. is acting as sole placement agent under a Placement Agency Agreement that includes customary terms and indemnities. The shares are registered on effective Form S-1 registration statements. TEN Holdings plans to use the net proceeds for general working capital, corporate purposes, and repayment of indebtedness.

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Insights

TEN Holdings raises $7.5M through a primary stock sale.

TEN Holdings, Inc. is selling 7.5 million new common shares at $1.00 each in a registered direct offering, for expected gross proceeds of $7.5 million. WestPark Capital serves as the exclusive placement agent under a standard Placement Agency Agreement.

The company plans to allocate net proceeds to general working capital, broader corporate needs, and repayment of indebtedness. Actual dilution and balance sheet effects will depend on the company’s existing capital structure and debt levels, which are not detailed in this excerpt.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares offered 7,500,000 shares Registered direct offering of common stock
Offering price $1.00 per share Price for each share of common stock
Gross proceeds $7.5 million Expected before fees and expenses
Expected closing date June 30, 2026 Anticipated closing of the offering
Registration statement file number 333-294896 Primary Form S-1 for the offering
Additional Rule 462(b) filing 333-297075 Automatic effective registration statement
registered direct offering financial
"serve as the exclusive placement agent for the Company in a registered direct offering by the Company"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
Placement Agency Agreement financial
"entered into a Placement Agency Agreement with WestPark Capital, Inc."
Form S-1 regulatory
"pursuant to a registration statement on Form S-1 (File No. 333-294896), as amended"
A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.
Rule 462(b) regulatory
"and a Rule 462(b) Registration Statement on Form S-1 (File No. 333-297075)"
Rule 462(b) is an SEC provision that lets an issuer add more securities of the same class to an already-effective registration statement by filing a short post-effective amendment that becomes effective on filing, so the additional securities are immediately registered without redoing the full approval process. For investors this matters because it lets companies and underwriters expand an offering quickly—like adding extra seats to a sold-out show—changing supply and potential dilution that can affect the stock price.
forward-looking statements regulatory
"All statements other than statements of present or historical fact contained herein are “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Offering Type primary
Use of Proceeds General working capital and corporate purposes, including repayment of indebtedness.
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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): June 26, 2026

 

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 1.01. Entry into a Material Definitive Agreement

 

On June 26, 2026, TEN Holdings, Inc. (the “Company,” “TEN Holdings,” “we,” or “our”) entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with WestPark Capital, Inc. (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company in a registered direct offering by the Company to the Placement Agent (the “Offering”) of an aggregate of 7,500,000 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (“Common Stock”). The gross proceeds to the Company from the Offering are expected to be approximately $7.5 million, before deducting the placement agent’s fees and related offering expenses. The Offering is expected to close on June 30, 2026.

 

The Placement Agency Agreement contains customary representations and warranties, indemnification rights and obligations, and agreements of the Company and the Investor.

 

The Shares were offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-294896), as amended, and a Rule 462(b) Registration Statement on Form S-1 (File No. 333-297075), which were filed with the Securities and Exchange Commission (the “SEC”).

 

The foregoing summary of the Placement Agency Agreement does not purport to be complete and is qualified in its entirety by the full text of such documents, a form of which was filed as Exhibit 1.1 to Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-294896), filed with the SEC on June 23, 2026, and is incorporated herein by reference.

 

This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Item 7.01 Regulation FD Disclosure.

 

On June 26, 2026, the Company issued a press release (the “Pricing Press Release”) announcing the pricing of the Offering. A copy of the Pricing Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Exhibit 99.1 to this Current Report on Form 8-K and the information set forth therein, and the information disclosed under this Item 7.01, is being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

 

Forward-Looking Statements

 

All statements other than statements of present or historical fact contained herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding closing of the offering, the gross proceeds from the offering, and the expected use of proceeds from the offering and the Company’s or its management team’s expectations, objectives, beliefs, intentions or strategies regarding the future. When used herein, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,” “outlook,” “seek,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Readers are cautioned not to put undue reliance on forward-looking statements and the Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, including those risk factors set forth in the Company’s filings with the Securities and Exchange Commission, including the most recent Annual Report on Form 10-K. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. The Company gives no assurance that it will achieve its expectations.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.

   Description
99.1   Pricing Press Release, dated June 26, 2026.
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: June 26, 2026 By: /s/ Virgilio D. Torres
    Virgilio D. Torres
   

Chief Executive Officer and Chief Financial Officer

 

 

 

Exhibit 99.1

 

TEN Holdings, Inc. Announces Pricing of $7.5 Million Offering

 

LANGHORNE, Pa., June 26, 2026. TEN Holdings, Inc. (Nasdaq: XHLD) (the “Company”), through its subsidiary, Ten Events, Inc., a provider of event planning, production, and broadcasting services, today announced the pricing of its offering (the “Offering”) for the purchase and sale of 7.5 million shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Each share of Common Stock will be sold at an offering price of $1.00 per share. The gross proceeds to the Company from the Offering are expected to be approximately $7.5 million, before deducting placement agent fees and other Offering expenses payable by the Company.

 

WestPark Capital, Inc. is the sole placement agent for the Offering. The Offering is expected to close on or about June 30, 2026, subject to the satisfaction of customary closing conditions.

 

The Company intends to use the net proceeds from the Offering for general working capital and corporate purposes, including repayment of indebtedness.

 

The shares of Common Stock are being offered by the Company pursuant to an effective registration statement on Form S-1, as amended (File No. 333-294896), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 6, 2026, and declared effective by the SEC on June 26, 2026, and an additional registration statement filed pursuant to Rule 462(b) which became automatically effective on June 26, 2026 (collectively, the “Registration Statements”).

 

The Offering is being made only by means of the prospectus forming part of the Registration Statements relating to the Offering. A preliminary prospectus relating to this Offering has been filed with the SEC, and a final prospectus relating to and describing the final terms of the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of 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 technology, 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 Xyvid Pro and Ten Pro Platforms. 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: statements regarding the proceeds from the Offering, the closing of the Offering, and the use of proceeds, and 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”), the Registration Statement 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 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: IR@skylineccg.com

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did TEN Holdings (XHLD) announce in this 8-K filing?

TEN Holdings announced a registered direct offering of 7,500,000 common shares at $1.00 per share, targeting approximately $7.5 million in gross proceeds, with WestPark Capital as sole placement agent and closing expected around June 30, 2026.

How large is TEN Holdings (XHLD) new stock offering and at what price?

The company is offering 7,500,000 shares of common stock at an offering price of $1.00 per share. This pricing implies expected gross proceeds of about $7.5 million before deducting placement agent fees and other offering-related expenses payable by TEN Holdings.

What will TEN Holdings (XHLD) use the $7.5 million gross proceeds for?

TEN Holdings intends to use the net proceeds for general working capital and corporate purposes, including repayment of indebtedness. This means funds can support ongoing operations, liquidity needs, and reduce existing debt obligations, as outlined in the company’s offering press release.

When is TEN Holdings (XHLD) stock offering expected to close?

The offering is expected to close on or about June 30, 2026, subject to customary closing conditions. These conditions typically include final documentation and satisfaction of regulatory and transactional requirements before proceeds are delivered and shares are issued.

Under which registration statements is the TEN Holdings (XHLD) offering being made?

The shares are being offered under an effective Form S-1 registration statement (File No. 333-294896) and an additional Rule 462(b) registration statement that became automatically effective. Together, these registration statements authorize the registered direct sale of the new common shares.

Who is acting as placement agent for TEN Holdings (XHLD) offering?

WestPark Capital, Inc. is serving as the sole placement agent for the offering. It entered a Placement Agency Agreement with TEN Holdings that includes customary representations, warranties, and indemnification provisions in connection with the sale of the 7,500,000 common shares.

Filing Exhibits & Attachments

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Press Releases

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