XHLD Engages MicroCap Advisory; 500K Warrants at $0.40 Included

Rhea-AI Filing Summary

TEN Holdings engaged MicroCap Advisory under a six-month market awareness agreement to provide investor communications and a multi-step outreach program including positioning, media planning, and campaign execution.

Compensation includes a $15,000 setup fee and $100,000 per month beginning one week after execution. The company will issue 500,000 fully earned warrants exercisable at $0.40 per share for two years, with anti-dilution adjustments and cashless exercise if unregistered. Either party may terminate after 60 days upon 30 days' written notice. No warrants have been issued yet; the company expects to issue them by the end of 2025.

Positive

• Company engaged a specialized advisor to execute a defined investor communications and market awareness program.
• Agreement includes a termination mechanism allowing either party to end after 60 days upon 30 days' written notice.
• Warrants are fully described with anti-dilution adjustments and cashless exercise provisions, clarifying conversion mechanics.

Negative

• Immediate cash commitment of a $15,000 setup fee plus $100,000 per month, creating near-term cash outflows.
• Potential dilution from issuance of 500,000 warrants exercisable at $0.40 for two years.
• Warrants not yet issued but expected by end of 2025, representing a contingent equity issuance that will affect capitalization when issued or exercised.

Insights

Financial Analyst

TL;DR The agreement creates recurring cash outlays and a potential dilutive equity issuance that are material to small-cap cash flow and capitalization.

The engagement commits the company to a six-month program with a $15,000 setup fee and $100,000 monthly payments, which represent immediate cash obligations beginning one week after execution. The issuance of 500,000 warrants exercisable at $0.40 for two years introduces potential dilution and contingent equity that will affect share count if exercised. The termination clause permits exit after an initial period, which limits long-term obligation but does not eliminate near-term cash burn or contingent dilution. Investors should note the company has not yet issued the warrants but expects to do so by the end of 2025.

Corporate Governance / Investor Relations Specialist

TL;DR The agreement signals proactive investor outreach, but it carries measurable costs and a defined equity kicker requiring disclosure and monitoring.

The contract formalizes an IR campaign with detailed deliverables including positioning and media planning. Structurally, compensation combines cash and warrants with anti-dilution protections and cashless exercise rights, which is typical for advisory arrangements when securities are unregistered. The mutual termination right after 60 days plus 30 days' notice offers flexibility. The agreement is material in that it affects operating cash flows and the company’s potential capital structure through the 500,000-warrant issuance expected by year-end.

8-K Event Classification

2 items: 1.01, 9.01

2 items

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 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

July 18, 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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On July 18, 2025, TEN Holdings, Inc. (the “Company”) entered into a market awareness agreement (the “MCA Agreement”), dated as of June 27, 2025, by and between MicroCap Advisory, LLC (the “MC Advisor”), a Florida company, pursuant to which agreement the Company engaged the MC Advisor to provide investor communications and market awareness services for a six-month term. According to the MCA Agreement, the MC Advisor will develop and implement a multi-step investor outreach strategy, including positioning, media planning, and campaign execution. As compensation, the MC Advisor will receive a $15,000 setup fee and $100,000 per month, beginning one week after execution of the MCA Agreement. Additionally, the Company will issue 500,000 fully earned warrants to the MC Advisor, exercisable at $0.40 per share for two years, with anti-dilution adjustments in the event of a reverse stock split and cashless exercise rights if unregistered. Either party may terminate the MCA Agreement after 60 days upon 30 days’ written notice. As of the date of this current report, the Company has not issued any warrants to the MC Advisor. The Company expects to issue the foregoing warrants to the MC Advisor by the end of 2025. 

The foregoing summary of the material terms of the MCA Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as an exhibit to this report, and which is incorporated herein in its entirety by reference. The representations, warranties, and covenants in the MCA Agreement were made only for purposes of such agreement and as of a specific date, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit
10.1		Market Awareness Agreement, dated as of June 27, 2025, between TEN Holdings, Inc. and MicroCap Advisory, LLC.
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 8, 2025	By:	/s/ Randolph Wilson Jones III
		Randolph Wilson Jones III
		Chief Executive Officer and Director

FAQ

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

TEN Holdings disclosed it entered a six-month market awareness agreement with MicroCap Advisory to provide investor communications and outreach services.

How much will TEN Holdings pay MicroCap Advisory?

The agreement specifies a $15,000 setup fee and $100,000 per month, with monthly payments commencing one week after execution.

What equity compensation is included for MicroCap Advisory?

The company will issue 500,000 fully earned warrants exercisable at $0.40 per share for two years, with anti-dilution adjustments and cashless exercise if unregistered.

Have the warrants been issued and when will they be issued?

As of the report date, no warrants have been issued. The company expects to issue the warrants by the end of 2025.

Can TEN or the advisor terminate the agreement early?

Yes. Either party may terminate the agreement after an initial 60-day period upon providing 30 days' written notice.