TEN Holdings, Inc. (NASDAQ: XHLD) names new directors, restores Nasdaq compliance

Rhea-AI Filing Summary

TEN Holdings, Inc. reported board changes and an update on its Nasdaq listing status. On December 15, 2025, the board appointed Yuji Ishida and Gan Yong Sheng as directors to fill vacancies previously disclosed for 2025. They will serve until the 2026 annual meeting of shareholders and both joined the Audit Committee, with Ishida as chair. As non-employee directors, Ishida will receive an annual cash retainer of $20,000 and Yong Sheng will receive $10,000, and each entered into the company’s standard indemnification agreement. The board determined that both are independent under applicable Nasdaq rules. Separately, on December 16, 2025, Nasdaq’s Listing Qualifications Staff notified the company that it has regained compliance with Listing Rule 5550(a)(2) and Listing Rule 5605 following earlier deficiency letters issued in June 2025.

Positive

• Nasdaq compliance restored: Nasdaq’s Listing Qualifications Staff confirmed the company has regained compliance with Listing Rules 5550(a)(2) and 5605 after prior deficiency letters in June 2025.
• Governance strengthened: Appointment of two independent, non-employee directors to the board and Audit Committee, with Yuji Ishida as Audit Committee chair, reinforces oversight structure.

Negative

• None.

Insights

Equity governance analyst

New independent directors and restored Nasdaq compliance improve TEN Holdings’ governance profile.

TEN Holdings, Inc. added two non-employee directors, Yuji Ishida and Gan Yong Sheng, to fill prior vacancies and placed both on the Audit Committee, with Ishida serving as chair. The company states that each director is independent under applicable Nasdaq Marketplace Rules and has standard indemnification protection, which supports customary board oversight practices.

Cash retainers of $20,000 for Ishida and $10,000 for Yong Sheng clarify the ongoing cost of these roles but are modest in scale. The appointments help restore a full audit committee structure after earlier director departures referenced in the March 31, 2025 quarterly period.

From a listing perspective, Nasdaq’s staff notified the company on December 16, 2025 that it has regained compliance with Listing Rule 5550(a)(2) and Listing Rule 5605 after deficiency letters dated June 30, 2025. Maintaining adherence to these rules is important for continued trading of the common stock on The Nasdaq Stock Market LLC under the symbol XHLD.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): December 15, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2025, the Board of Directors (the “Board”) of TEN Holdings, Inc. (the “Company”) appointed Mr. Yuji Ishida and Mr. Gan Yong Sheng to fill the vacancies on the Board created by the departures of Mr. David Price and Mr. Justin Sherrock as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Mr. Ishida and Mr. Yong Sheng will serve on the Board until the Company’s 2026 annual meeting of shareholders or until their successors are duly elected and qualified or their earlier resignation or removal. The Board also appointed Mr. Ishida and Mr. Yong Sheng to serve as members of the Audit Committee of the Board (the “Audit Committee”). Mr. Ishida will serve as Chair of the Audit Committee.

As compensation for service as non-employee directors Mr. Ishida will receive an annual cash retainer of $20,000 and Mr. Yong Sheng will receive an annual cash retainer of $10,000.

The Company also entered into its standard form of indemnification agreement with each of Mr. Ishida and Mr. Yong Sheng, pursuant to which the Company has agreed to indemnify each of Mr. Ishida and Mr. Yong Sheng to the maximum extent of the coverage permitted by applicable law.

There were no arrangements or understandings pursuant to which Mr. Ishida or Mr. Yong Sheng were appointed as directors or members of the Audit Committee, and since the beginning of the Company’s last fiscal year, neither Mr. Ishida nor Mr. Yong Sheng has engaged in any transaction with the Company that would be reportable as a related person transaction under Item 404(a) of Regulation S-K.

The Board has determined that both Mr. Ishida and Mr. Yong Sheng will be “independent” as defined under applicable NASDAQ Marketplace Rules at the time of his appointment.

Item 8.01 Other Events.

As previously disclosed in the Company’s Current Report on Form 8-K filed on July 2, 2025, on June 30, 2025, the Company received two deficiency letters from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it was in breach of Listing Rule 5550(a)(2) and Listing Rule 5605. On December 16, 2025, the Company received two letters from the Staff notifying the Company that the Staff has determined that the Company has regained compliance with Listing Rule 5550(a)(2) and Listing Rule 5605.

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: December 16, 2025	By:	/s/ Randolph Wilson Jones III
		Randolph Wilson Jones III
		Chief Executive Officer and Director

FAQ

What board changes did TEN Holdings (XHLD) report in this 8-K?

TEN Holdings appointed Yuji Ishida and Gan Yong Sheng as directors to fill vacancies previously created by departures disclosed for the quarter ended March 31, 2025. Both were also named to the Audit Committee, with Ishida serving as chair.

How long will the new TEN Holdings (XHLD) directors serve?

Yuji Ishida and Gan Yong Sheng will serve on the board until TEN Holdings’ 2026 annual meeting of shareholders, or until their successors are duly elected and qualified or their earlier resignation or removal.

What compensation will the new TEN Holdings directors receive?

As non-employee directors, Yuji Ishida will receive an annual cash retainer of $20,000, and Gan Yong Sheng will receive an annual cash retainer of $10,000 for their board service.

Are the new TEN Holdings (XHLD) directors considered independent?

The board determined that both Yuji Ishida and Gan Yong Sheng are independent as defined under applicable Nasdaq Marketplace Rules at the time of their appointments.

What did Nasdaq communicate to TEN Holdings about its listing status?

On December 16, 2025, Nasdaq’s Listing Qualifications Staff notified TEN Holdings that it has regained compliance with Listing Rule 5550(a)(2) and Listing Rule 5605, following earlier deficiency letters issued on June 30, 2025.

Did TEN Holdings enter into any agreements with the new directors?

Yes. TEN Holdings entered into its standard form of indemnification agreement with each of Yuji Ishida and Gan Yong Sheng, agreeing to indemnify them to the maximum extent permitted by applicable law.