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  4. [8-K] TEN Holdings, Inc. Reports Material Event

TEN Holdings (Nasdaq: XHLD) terminates four service deals and adds new director

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

Rhea-AI Filing Summary

TEN Holdings, Inc. reported that on July 20, 2026 it gave notice to terminate four February 18, 2025 agreements: the Follow-On Offering Advisory Agreement with RyuShin Advisors LLC and the Master Services Agreement with PeakValue, LLC, both effective immediately, and the Capital Market Services Agreement with Cherish Gloss Group Limited and the Consultancy Agreement with Jipsy Trade Limited, effective October 18, 2026 and August 19, 2026, respectively. The company determined these agreements and related rights are no longer necessary in light of its strategy going forward.

The company also reported board changes. On July 23, 2026, director Yuji Ishida resigned from the Board and as Audit Committee chair, not due to any disagreement with the company, management, or Board. On July 24, 2026, the Board appointed Kevin Cheong Jia Jin as a director and member of the Compensation Committee, to serve until the 2026 annual meeting, with an annual cash retainer of $10,000 and a standard indemnification agreement. The Board determined he is independent under applicable Nasdaq rules.

Positive

  • None.

Negative

  • None.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
RyuShin and PeakValue termination date July 20, 2026 Follow-On Offering Advisory Agreement with RyuShin and Master Services Agreement with PeakValue terminated effective immediately
Cherish Gloss termination effective date October 18, 2026 Capital Market Services Agreement terminates upon 90 days’ written notice from July 20, 2026
Jipsy Trade termination effective date August 19, 2026 Consultancy Agreement terminates upon 30 days’ written notice from July 20, 2026
Director annual cash retainer $10,000 Annual cash retainer for non-employee director Kevin Cheong Jia Jin
Material Definitive Agreement regulatory
"Item 1.02 Termination of a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Master Services Agreement financial
"the Master Services Agreement, dated February 18, 2025, by and between the Company"
A master services agreement is a standing contract that sets the main terms, responsibilities, pricing framework and processes for future work between two parties, allowing individual projects or orders to be added later without renegotiating core terms. For investors, it signals predictability and reduced legal friction around revenue streams and costs—like a subscription plan for services that makes future income and obligations easier to forecast and value.
Capital Market Services Agreement financial
"the Capital Market Services Agreement, dated February 18, 2025, by and between the Company"
Consultancy Agreement financial
"the Consultancy Agreement, dated February 18, 2025, by and between the Company"
indemnification agreement regulatory
"The Company also entered into its standard form of indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

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FAQ

What agreements did TEN Holdings (XHLD) terminate on July 20, 2026?
TEN Holdings terminated four February 18, 2025 agreements: advisory services with RyuShin Advisors LLC, a Master Services Agreement with PeakValue, LLC, a Capital Market Services Agreement with Cherish Gloss Group Limited, and a Consultancy Agreement with Jipsy Trade Limited, citing its strategy going forward.

When do the Cherish Gloss and Jipsy Trade agreements for TEN Holdings (XHLD) end?
The Cherish Gloss Capital Market Services Agreement terminates after 90 days’ notice on October 18, 2026. The Jipsy Trade Consultancy Agreement terminates after 30 days’ notice on August 19, 2026, following written notices sent on July 20, 2026.

Why did director Yuji Ishida resign from TEN Holdings (XHLD)?
Yuji Ishida resigned from TEN Holdings’ Board and as Audit Committee chair on July 23, 2026. The company states his resignation was not due to any disagreement with the company, its management, or the Board regarding operations, policies, or practices.

Who is the new director appointed to the TEN Holdings (XHLD) Board?
On July 24, 2026, TEN Holdings appointed Kevin Cheong Jia Jin to fill the Board vacancy and serve on the Compensation Committee. He will serve until the 2026 annual meeting and has been determined independent under applicable Nasdaq Marketplace Rules.

What compensation will new TEN Holdings (XHLD) director Kevin Cheong Jia Jin receive?
As a non-employee director, Kevin Cheong Jia Jin will receive an annual cash retainer of $10,000. TEN Holdings also entered into its standard indemnification agreement with him, providing indemnification to the maximum extent permitted by applicable law.

How do the terminated agreements relate to TEN Holdings’ (XHLD) strategy?
TEN Holdings states that each of the RyuShin, PeakValue, Cherish Gloss, and Jipsy Trade agreements, and the company’s rights under them, are no longer necessary in light of the company’s strategy going forward, prompting their termination.
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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): July 20, 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 1.02 Termination of a Material Definitive Agreement.

 

Termination of RyuShin Advisors LLC Advisory Agreement

 

On July 20, 2026, TEN Holdings, Inc. (the “Company”) provided written notice to RyuShin Advisors LLC of its intent to terminate, effective immediately, the Follow-On Offering Advisory Agreement, dated February 18, 2025, by and between the Company and RyuShin Advisors LLC (the “RyuShin Agreement”). The Company has determined that the RyuShin Agreement and the Company’s rights under the RyuShin Agreement are no longer necessary in light of the Company’s strategy going forward. The material terms of the RyuShin Agreement are summarized in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2025. Such summary does not purport to be complete and is qualified in its entirety by reference to the full text of the RyuShin Agreement, filed as Exhibit 10.21 to the above-referenced Quarterly Report on Form 10-Q and incorporated herein by reference.

 

Termination of PeakValue, LLC Master Services Agreement

 

On July 20, 2026, the Company provided written notice to PeakValue, LLC of its intent to terminate the Master Services Agreement, dated February 18, 2025, by and between the Company and its operating entity, Ten Events, Inc., and PeakValue, LLC (the “PeakValue Agreement”). The Company has determined that the PeakValue Agreement and the Company’s rights under the PeakValue Agreement are no longer necessary in light of the Company’s strategy going forward. The material terms of the PeakValue Agreement are summarized in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 20, 2025. Such summary does not purport to be complete and is qualified in its entirety by reference to the full text of the PeakValue Agreement, filed as Exhibit 10.22 to the above-referenced Quarterly Report on Form 10-Q and incorporated herein by reference.

 

Termination of Cherish Gloss Group Limited Capital Market Services Agreement

 

On July 20, 2026, the Company provided written notice to Cherish Gloss Group Limited of its election to terminate, pursuant to the terms thereof, the Capital Market Services Agreement, dated February 18, 2025, by and between the Company and Cherish Gloss Group Limited (the “Cherish Gloss Agreement”). The Company has determined that the Cherish Gloss Agreement and the Company’s rights under the Cherish Gloss Agreement are no longer necessary in light of the Company’s strategy going forward. The termination of the Cherish Gloss Agreement is effective upon 90 days’ written notice, or on October 18, 2026. The material terms of the Cherish Gloss Agreement are summarized in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 20, 2025. Such summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Cherish Gloss Agreement, filed as Exhibit 10.23 to the above-referenced Quarterly Report on Form 10-Q and incorporated herein by reference.

 

Termination of Jipsy Trade Limited Consultancy Agreement

 

On July 20, 2026, the Company provided written notice to Jipsy Trade Limited of its election to terminate, pursuant to the terms thereof, the Consultancy Agreement, dated February 18, 2025, by and between the Company and Jipsy Trade Limited (the “Jipsy Trade Agreement”). The Company has determined that the Jipsy Trade Agreement and the Company’s rights under the Jipsy Trade Agreement are no longer necessary in light of the Company’s strategy going forward. The termination of the Jipsy Trade Agreement is effective upon 30 days’ written notice, or on August 19, 2026. The material terms of the Jipsy Trade Agreement are summarized in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 20, 2025. Such summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Jipsy Trade Agreement, filed as Exhibit 10.24 to the above-referenced Quarterly Report on Form 10-Q and incorporated herein by reference.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Departure of Director

 

On July 23, 2026, Mr. Yuji Ishida, a member of the Board of Directors (the “Board”) of the Company, notified the Board of his resignation as a member of the Board, including his role as member and chair of the Audit Committee of the Board, effective immediately. Mr. Ishida’s resignation was not due to any disagreement with the Company, its management, or the Board on any matter relating to the Company’s operations, policies or practices.

 

 
 

 

Appointment of Director

 

On July 24, 2026, the Board appointed Mr. Kevin Cheong Jia Jin, effective immediately, to fill the vacancy on the Board created by the departure of Mr. Ishida. Mr. Cheong Jia Jin will serve on the Board until the Company’s 2026 annual meeting of shareholders or until his successor is duly elected and qualified or his earlier resignation or removal. The Board also appointed Mr. Cheong Jia Jin to serve as a member of the Compensation Committee of the Board (the “Compensation Committee”).

 

As compensation for service as a non-employee director Mr. Cheong Jia Jin will receive an annual cash retainer of $10,000.

 

The Company also entered into its standard form of indemnification agreement with Mr. Cheong Jia Jin, pursuant to which the Company has agreed to indemnify Mr. Cheong Jia Jin to the maximum extent of the coverage permitted by applicable law.

 

There were no arrangements or understandings pursuant to which Mr. Cheong Jia Jin was appointed as a director or member of the Compensation Committee and, since the beginning of the Company’s last fiscal year, Mr. Cheong Jia Jin has not 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 Mr. Cheong Jia Jin will be “independent” as defined under applicable NASDAQ Marketplace Rules at the time of his appointment.

 

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: July 24, 2026 By: /s/ Virgilio Torres
    Virgilio Torres
   

Chief Executive Officer and Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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