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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): November
9, 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.) |
TEN
Holdings, Inc.
c/o
Studio
1
Rockefeller Plaza, 2nd
Floor
New
York, NY |
|
10020 |
| (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
November 9, 2026, TEN Holdings, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”)
with the purchasers named therein (together, the “Investors”), pursuant to which the Company agreed to issue and sell, in
a registered direct offering by the Company to the Investors (the “Offering”), an aggregate of 3,389,831 shares (the “Shares”)
of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Shares were sold at a public offering
price of $0.59 per share, the closing price of the Common Stock on November 6, 2026. The gross proceeds to the Company from the Offering
were approximately $2.0 million, before deducting offering expenses payable by the Company.
The
Shares were offered by the Company pursuant to that certain prospectus supplement dated November 9, 2026, and the accompanying base prospectus
(such documents, collectively, the “Prospectus”). Such Prospectus forms part of the Company’s effective registration
statement on Form S-3 (File No. 333-299485), filed by the Company on October 16, 2026, and declared effective on October 26, 2026.
The
Purchase Agreement includes certain customary representations, warranties, and covenants with respect to the Company and the Investors.
The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement
and as of specific dates, were solely for the benefit of the Company and the Investors, and may be subject to limitations agreed upon
by the Company and the Investors. Accordingly, the form of Purchase Agreement is incorporated herein by reference only to provide investors
with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding
the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other
filings with the SEC.
The
foregoing description of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the
form of Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference
into this Item 1.01.
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.
A
copy of the opinion of Polsinelli PC relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
Item
7.01 Regulation FD Disclosure.
On
November 9, 2026, the Company issued a press release related to the transaction described in Item 1.01, a copy of which is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished on this report
under this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any other filing under the Exchange Act, except as expressly set forth by specific reference in such a
filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are furnished or filed with this report, as applicable:
| Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion of Polsinelli PC. |
| 10.1 |
|
Form of Stock Purchase Agreement, dated November 9, 2026. |
| 23.1 |
|
Consent of Polsinelli PC (included in Exhibit 5.1). |
| 99.1 |
|
Press Release, dated November 9, 2026. |
| 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 9, 2026 |
By: |
/s/
Virgilio Torres |
| |
|
Virgilio
Torres
Chief
Executive Officer |
Exhibit
99.1
TEN
Holdings, Inc. Announces Closing of $2.0 Million Offering
NEW
YORK, NY, November 9, 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 closing of its offering (the “Offering”)
for the purchase and sale of 3,389,831 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
Each share of Common Stock was sold at an offering price of $0.59 per share. The gross proceeds to the Company from the Offering were
approximately $2.0 million, before deducting Offering expenses payable by the Company.
The
Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
The
shares of Common Stock were offered by the Company pursuant to an effective registration statement on Form S-3 (File No. 333-299485),
which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 16, 2026, and declared
effective by the SEC on October 26, 2026 (the “Registration Statement”).
The
Offering was made only by means of the prospectus and accompanying prospectus supplement forming part of the Registration Statement relating
to the Offering. The prospectus relating to this Offering and the prospectus supplement relating to and describing the final terms of
the Offering were filed with the SEC and are 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.
TEN
Holdings, Inc. (Nasdaq: XHLD) is a New York-based technology company focused on developing enterprise software solutions that enable
organizations to create, manage, deliver, and measure digital experiences. Through its flagship Digital Experience Platform, TEN, the
Company provides technology solutions for enterprise communications, virtual events, webinars, and continuing education, supporting digital
experiences with up to 50,000 concurrent attendees.
Building
on more than a decade of experience serving Fortune 500 companies, TEN Holdings is evolving its platform into a broader, AI-enabled enterprise
technology ecosystem. Its product roadmap includes marketing automation, CRM integrations, advanced engagement analytics, AI-powered
capabilities, and content management solutions designed to help organizations streamline workflows, strengthen customer engagement, and
generate actionable business insights.
The
Company’s strategy is centered on expanding its SaaS offerings, increasing recurring revenue opportunities, and delivering scalable
technology solutions to enterprise customers. Planned capabilities remain subject to ongoing development, and there can be no assurance
regarding their timing or availability.
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 Offering and the use of proceeds, risks regarding the Company’s growth strategy, the
development, availability and adoption of TEN and its planned expansion, including AI and automation, landing pages, integrations, engagement,
reporting and analytics, and content studio capabilities, the Company’s recurring-revenue strategy, potential acquisitions, 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 and subsequent Quarterly Reports on Form 10-Q filed with the SEC 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
